GENERAL

Definitions

• "The Supplier" means Room 101 Limited, a private limited company registered in England and Wales as 03491103, having offices at Shakespeare House, 168 Lavender Hill, London SW11 5TF.

• "The Client" means a company, organisation, individual or group of individuals requesting services or products from the Supplier.

• "The Fees" means the charges for services as agreed between the Supplier and the Customer.

• "The Contract" means the contract formed by the Client requesting products or services from the Supplier.

• "Master Agreement" means these General Terms and Conditions the provision of Internet related services.

• "The Client's Data" means any and all information, data, computer files or other material supplied by the Client from time to time to the Supplier.

• "The Deliverables" means any software, documentation or other materials provided to the Client by the Supplier.

• "Intellectual Property Rights" means any patent, trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, confidential information or process, any application for any of the above, and any other intellectual property right recognised in any part of the world whether or not presently existing or applied for.

Interpretation and Construction

• This Master Agreement supersedes all prior agreements, arrangements, representations and undertakings between the Supplier and the Customer in respect of its subject matter and constitutes the entire agreement between the parties. No addition to or modification of any provision of this Master Agreement will be binding on the Supplier or the Customer unless recorded in writing and signed by their respective authorised representatives.

• The headings to the conditions in the Master Agreement are for ease of reference only and do not affect their interpretation or construction.

• If any provision of this agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this agreement will remain in full force and effect.

• The Client acknowledges that in entering into this agreement, it have not relied upon any representations other than those reduced to writing in this agreement. The provisions of this clause "Representations" shall not apply in the case of any fraudulent misrepresentations.

• The Master Agreement is governed by and is to be construed in accordance with English law, and the Supplier and the Customer will submit to the exclusive jurisdiction of the English Courts.

Suspension / Termination

• Room101 reserves the right to suspend part or all of the service in the event of non-payment by the client, which in excess of the payment terms stated on the invoice.

• The Client's right to termination will vary depending on the type of service. Termination to be supplied in writing to Room101's principle business address. The notice period for maintenance contracts is three months unless otherwise stated. The notice period for co-location or dedicated server hosting is six months unless otherwise stated. The notice period for web hosting contracts and secure server rental is 30 days. All other notice periods are 30 days unless otherwise stated.

• For services which have been pre-paid for a set period, such as a year, the service may be cancelled as detailed above, but no refund or part refund shall be made of fees paid in connection with such a pre-paid service.

• When services are cancelled, Room101 will discontinue the provision of those services on the requested date. It is the Client's responsibility to ensure that any appropriate alternative arrangements have been put in place, and that any consequences of the suspension, including the adverse effects on other uncancelled internet services, have been understood and accepted.

• Room101 reserves the right to retain possession of Client's equipment and materials until any outstanding account balance(s) have been paid in full, including any invoices raised for future services the Client is contracted to pay for, regardless of whether these services have been/can be delivered or are wanted/unwanted.

WEB SITE DEVELOPMENT

Compatibility

• Room101 developed web pages are tested to be compliant with Netscape Communicator Version 4.x, and Microsoft Internet Explorer 5.0 and above. In some cases, web pages will perform on older browsers but with reduced functionality. Room101 does not undertake to diagnose or correct problems which occur only on unsupported viewing hardware/software combinations

• In general, any web browser or combination of computer hardware and software used to browse the internet, which accounts for less than 5% of the current UK demographic is not supported, unless a prior written agreement has been reached with the client stating otherwise, on a case-by-case basis.

Content

• Room 101 does not accept responsibility for the content of your site or any information you have provided.

• Room101 shall in no circumstances (whether before or after expiry of this agreement) be liable, whether in contract, tort or otherwise, for loss, whether direct or indirect, or turnover, sales, revenue or profits, anticipated savings or wasted expenditure or for any indirect, consequential or special loss whatsoever, or for the acts of omissions of other providers of telecommunications services or for faults or failures in their apparatus.

• Room101 excludes liability for any loss of turnover, sales, revenue, profits or indirect, consequential or special loss by the Client in connection with services provided.

• The Client shall effect and maintain adequate insurance cover in respect of any loss or damage to data which is part of your web site, or collected thereby.

• The Client agrees to indemnify and keep effectively indemnified, Room101 against any claims made against Room101 arising from the content of the Client's web site.

• The client warrants that as far as all materials submitted by them to Room101, whether verbally, by email, fax, on disk or any other format are concerned, that the client has the legal right to use these materials, either because the materials are the intellectual property of the client, or because the client has an ongoing agreement with the owner of the materials that they can be used by the client in relation to electronic publishing and website publication.

• The client undertakes to inform Room101 immediately if any claim, true or untrue, is made by a 3rd party that the web site content, or part of that content, is being used illegally or without necessary permission, is factually incorrect, or may be in breach of any other law, whether or not the 3rd party intends to persue legal action against the client.

• The client undertakes to inform Room101 immediately if any permission to use or publish materials granted to the client by a 3rd party lapses, is not renewed, or is made subject to more restrictive terms than previously applied.

• Materials to be used in developing the client's web site are to be supplied free of charge in the agreed format. Where no format has been discussed, this shall be taken to mean that the material should be submitted in electronic format, any of the following: email, MIME encoded email, WinZip compatible format, Stuffit compatible format, Microsoft Word format, Microsoft Excel format, Microsoft Powerpoint format, QuarkXPress format, Adobe Illustrator format or Adobe PhotoShop format, by means of Apple Macintosh or Microsoft Windows formatted CD-ROM or CD-R disk, Iomega ZIP disk, 1.44 Mb floppy disk

• Materials to be used in developing the client's web site are to be supplied in good time. Where no submission deadline has been agreed, this shall be taken to mean within 5 working days of Room101 being told that the materials are readily available. If circumstances change to the effect that the client will be delayed in providing such materials, the client agrees to inform Room101 immediately about the delay. The Client will ensure that its staff, contractors and other suppliers co-operate fully with the Supplier and cause no delay. Where the Supplier needs the Client to provide information or to take a decision, the Client will do so promptly and so as not to delay the Supplier.

• We do not accept responsibility for any data, information or products which may be lost in transit, please ensure that you are adequately insured for loss and/or damage.

• Room 101 Ltd shall not be liable to make good any damage or loss whether arising directly or indirectly out of delay in provision of products or services.

• All information supplied to Room 101 Ltd by, or for the client shall be deemed to be in the public domain, unless specifically marked 'Private and Confidential', or unless a separate signed Non-disclosure agreement has signed with that client.

• The Client agrees to notify Room101 in good time, and in writing, about all defects or suspected defects which may exist or appear to exist in programming work, and other web site content which Room101 has produced or helped to produce.

• The Client agrees to provide reasonable assistance in diagnosing problems, which include supplying requested technical details, dealing with the Client's other internet providers in order to obtain technical details, and where appropriate, putting Room101 directly in touch with technical specialists at the Client's customers, suppliers or providers of services. Where this cannot be done for reasons of confidentiality, the Client assumes all responsibility for technical liaison with Room101.

• Please ensure that you are registered for the Data Protection Act with regards to the content of your site, including data you supply for publication, and data including personal data which is collected by your web site.

Acceptable Use

• The client undertakes to exempt Room 101 Ltd from all liability which might arise in connection with the web site and its contents, (except for those liabilities which cannot be exempted under current law in England and Wales) including but not limited to liable breach of copyright, defamation and misrepresentation.

• The Client represents, undertakes and warrants to Room101 that use the Web Site be made only for lawful purposes. In particular:

  • the web site will not be used in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will any authorisation or permit be given by the Client to any other person to do so

  • the web site will not contain, link to or transmit any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way, any material containing a virus or other hostile computer program, any material which constitutes, or encourages the commission of, a criminal offence or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction

• Room101 reserves the right to suspend the service immediately in the event of a breach or suspected breach by the Client.

Intellectual Property

• Photographs, textural information and other pre-existing artwork materials supplied to Room101 by the client remain the intellectual property of the original owners.

• Programming work, including but not limited to CGI scripts written in PERL, remains the intellectual property of Room101 Limited, with no modification or distribution being permitted, unless a separate written agreement has been signed with the client stating otherwise.

• If product is made to the design or specification of the client, then the client warrants that such product can be made free from any third party objection or claim, and that the client will not claim any rights over processes, or know-how disclosed by Room 101 Ltd for the manufacture of the product.

• Web sites built with Room101 CGI scripts and hosted by Room101 Ltd may not be transferred to another hosting company or supplied to the client in electronic format unless an intellectual property transfer agreement has been agreed with the client.

• Room 101 Ltd retains the copyright and all other rights in its sales and user literature, including the content of the Room101 web site, and in all quotations and prices none of which may be copied or used for purposes other than those for which they have been provided to the customer or prospective customer.

Scheduling / Delivery

• Any time or date named by Room 101 Ltd for delivery of products or service is given and intended as an estimate only.

• Room 101 Ltd may make part deliveries provided that each part shall be capable of use or resale on its own. Each such part delivery shall be accepted and paid for as if it had been performance of a separate order.

WEB SITE MAINTENANCE

Content

• The terms regarding content and Intellectual Property listed under "WEB SITE DEVELOPMENT" also apply to web site maintenance.

General Terms

• Web site maintenance agreements are for a minimum of three months

• Routine maintenance changes will take place within 2 business days, although 1 business day is more usual. This excludes weekends, bank holidays, and the period inbetween Christmas Day and New Years Day inclusive.

• Maintenance starts either when the new web site goes live, or when the originally specified items have been implemented, whichever is the sooner.

• Maintenance covers changes to text on existing web pages and small graphical changes to existing pages (for example, the insertion of one logo).

• Maintenance will be invoiced in advance at the beginning of each calendar month. In the event of little or no maintenance being done for one particular month, up to 50% a discretionary credit will be applied to your account for subsequent web design.

• Changes requested to be made to a web site for which the maintenance agreement has not come into force, or has been cancelled, are charged at a rate of £50 + VAT per hour, with a minimum time unit of 30 minutes.

DOMAIN NAME REGISTRATION

Definitions

• "Registrant" means the person, organisation or other legal entity which is listed as such by the global "WHOIS" service.

• "Registrar" means the organisation who maintain a global database of domain names ??????

• "The Initial Period" means a time period, usually 1 or 2 years, for which the Client is listed as Registrant, and begins from the date of initial registration.

• "The Registrant Details" means the contact information provided to the Registry in connection with the registration of the Domain Name or the renewal of that registration.

• "A Renewal Period" means a period of 1 year or 2 years (depending upon type of name being registered) beginning on the expiry of the Initial Period or the expiry of any earlier Renewal Period.

• "The Supplier's Nominet UK Tag" is an alphanumeric string used to identify the source of e-mail messages to the Registry's automated computer process containing transactions to be applied to the .uk Register Database and is the means by which the Registry identifies the Supplier as being the Customer's agent.

• "The .uk Register Database" means the database of domain names registered in the co.uk org.uk net.uk ltd.uk and plc.uk Internet Second Level Domains made and maintained by the Registry as the .uk Internet Top Level Domain Manager.Words and phrases defined in the Master Agreement have the same meanings when used in these Terms and Conditions.

Interpretation

• These Terms and Conditions supersedes all prior agreements, arrangements, representations and undertakings between the Supplier and the Client in respect of its subject matter except the Master Agreement.

The Service

• The Supplier will request the appropriate Registry to make and maintain an entry in the global WHOIS database for the Domain Name. The Client appoints and authorises Room101 to act as the Client's agent for the purposes of registering the Domain Name on behalf of the Client.

• The Client authorises the Supplier on behalf of the Client:

  • to enter into a contract between the Client and the Registry incorporating the Registry's applicable standard terms and conditions from time to time for the registration of the Domain Name;

  • for the minimum registration period specified by the Registry to maintain the registration of the Domain Name on behalf of the Client by promptly notifying the Registry of any change to the Registered Details, by renewing the registration of the Domain Name, and by settling all fees charged by the Registry in connection with the registration, maintenance or renewal of that registration;

  • to make any declaration on behalf of the Client required by the Registry in connection with the registration or renewal of the registration of the Domain Name; and

  • to disclose to the Registry all written and unwritten communications to or from the Client.The Client does not authorise the Supplier to cancel the registration of the Domain Name or to transfer that registration to any third party. If the Client wishes to change the Registered Details, the Client will notify the Supplier immediately and [subject to condition 3.5 - for use with option A below only] the Supplier will contact the Registry accordingly.

• If the Customer wishes to change the Registered Details of any Domain Name Server provided to the Supplier, or if the Customer requests the Supplier to release the Domain Name registration from its association with the Supplier¹s Nominet UK Tag:

  • the Supplier will not be obliged to (but at its option may) make the requested change, or so release the registration, unless all monies owed to the Supplier by the Customer under this Service Schedule have been received by the Supplier in full, and in that case the Supplier must make the requested change or release the Domain Name registration from its association with the Supplier¹s Nominet UK Tag; and

  • where the Supplier agrees to or is obliged to make a change in the registered details of any Domain Name Server hosting the Domain Name or to release the Domain Name registration under condition 3.5.1 above, the Supplier must make the change or release the registration from its association with the Supplier¹s Tag within 7 days after that agreement or the Customer¹s request, as the case may be. The authorities contained in condition above will continue for the duration of this Service and, whilst this Service continues, will be irrevocable.

• The Customer will be free to appoint or authorise anyone else to register any other domain name in any Registry, but its doing so will not affect or revoke the authorities given above.

• We make no representation that any domain name requested to be registered or renewed is capable of being registered or renewed. There should therefore not be an assumption of registration or renewal of your requested domain name(s) until notification has been given that it has or they have been registered or renewed. Any action taken by the Client before such notification is at the Client's risk.

• The registration or renewal and use of your domain name is subject to the terms and conditions of use applied by the relevant naming authority; the Client shall acquaint themselves with the terms and conditions and comply with them. The Client has no right to bring any claim against Room101 in respect of refusal to register or renew a domain name or cancellation of the domain name by the relevant naming authority. Any administration charge paid by the Client to Room101 shall be non-refundable notwithstanding refusal by the naming authority to register or renew your desired name;

• Room101 shall have no liability in respect of the use by the Client of any domain name; any dispute between the Client and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, Room101 shall be entitled at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. Room101 shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute;

• Room101 give no warranty that a domain name is or will continue to be available for your use or that no domain name is or will be registered which conflicts with the Client's domain name or which otherwise affects the Client's use of the domain name;

• Room101 shall not release any domain to another domain name agent unless full payment for that domain and any other domain registered by the same client has been received. The Client shall not sell any domain for which payment has not been received by Room101 or the Registrar;

• The registration may be renewed provided that the appropriate renewal fee is paid on or before the relevant renewal date. It the responsibility of the Client to ensure that an application to renew the domain name registration is made at least 30 days before the renewal date and provide accurate and up to date contact details. Whilst Room101 endeavours to send reminders of renewal dates it does not guarantee to do so and will not be liable if the Client fails to renew any registration on time.

• There is no guarantee that a domain name registration or renewal applied for has been entered into the relevant Registrars database until you receive confirmation from the registrar of the registration or renewal.

• Room101 may, at its option, instruct the Registrar to invoice the Customer direct for any fees due to the Registrar.

• The Client agrees to notify Room101 in good time and in writing of any change of contact details, including address, email address, or person responsible for internet services within the company. Room101 cannot be held responsible for any loss of domain name caused by failure of the Client to respond to correspondence, or failure to inform Room101 of any change in contact details.

INTERNET SERVICE HOSTING

Acceptable Use Policy

• The Client shall keep secure any identification, password and other confidential information relating to access to Room101's server and shall notify Room101 immediately of any known or suspected unauthorised use of the account or breach of security, including loss, theft or unauthorised disclosure of the password or other security information.

• The Client shall observe security or other procedures which we may from time to time prescribe.

• The Client shall make no use of Room101 servers which is detrimental to other clients of Room101

• In the case of an individual Client, you warrant that you are at least 18 years of age and if the Client is a company or organisation, the Client warrant that the Services will not be used by anyone under the age of 18 years

• Any access to other networks connected to Room101 must comply with the rules appropriate for those other networks This specifically, but not exclusively, includes CLARANET, ABOVE.NET and INWEB

• While Room101 will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email

• The maximum amount of data transfer allowed (without incurring an excess charge) will be 2,048 Mb (2 GB) per calendar month per web hosting account leased unless otherwise stated. The maximum bandwidth shall not exceed 64kbps at any time without prior written approval of Room101. Excess data transfer is payable at a standard monthly rate, which is subject to change.

• In the case where an upgrade to services or space is applied for, Room101 does not warrant that all customers will be able to be upgraded or that additional services are able to be added . Room101 also reserve the right to deny upgrades and to remove services without notice.

• In rare cases, Room101 may find the Client to be using server resources to such an extent that jeopardizes server performance and resources for other clients. Resources are defined as bandwidth and/or processor utilization. In such instances, Room101 reserves the right to suspend that site immediately. The Client may be offered an option to continue hosting the website for an additional fee.

DEDICATED SERVER HOSTING

Acceptable Use Policy

• Terms of service from the INTERNET SERVICE HOSTING section are also applicable to Clients who host dedicated servers with Room101

• Dedicated servers are hosted at the Room101 datacentre or datacentres. The location of these changes from time to time, and Room101 reserves the right to relocate a server belonging to the Client with a notice period of 90 days.

• The Client's server(s) must be designed to mount horizontally in a standard 19" rack case. No "tower" cases.

• The Client's server(s) must run a Room101 approved operating system, such as Linux or FreeBSD.

• Servers supplied by the Client MUST be wholly owned by the Client, and not the property of a 3rd party, be it a leasing company, or a customer of the Client's. Room101 reserves the right to see proof of title of any server hosted with us, on 7 days notice.

• The Client undertakes to insure the server adequately against faults or breakdown, and to ensure that an adequate hardware maintenance agreement is in place with the supplier of the server. (This would normally be an "on site" maintenance agreement)

• The Client agrees to take full responsibility for any data backups required, and Room101 accepts no liability for any loss of data, howsoever this may be caused, even if notice is given of the likelihood of such loss.

• Room101 undertakes to monitor the availability of all of the Client's servers for the duration of their location in the Room101 datacentre. Upon downtime occurring, designated automated action to be taken. Room101 agrees to provide reasonable telephone support between the hours or 8am and 8pm, 7 days per week, 364 days per year.

• Room101 guarantees 99% availability of service. In the event of unscheduled downtime of more than 15 minutes occurring in any particular day (according to Room101 monitoring service), an additional two service days will be added to the service provision termination date, for each qualifying day in which downtime occurred.

• Room101 will from time to time provide advice on updating the security and performance of the server, but this advice is provided "AS IS", and should not be taken as complete or authoritative.

• IP numbers remain the property of Room101 or their upstream provider(s), and can be used only for as long as the hosting agreement remains in force. IP numbers provided are subject to change with 30 days notice.

• Allowing or conducting the following activities is prohibited :

  • Initiating or propagating 'chain' email or 'pyramid' emails, sending bulk or unsolicited emails, using their account as a maildrop for responses for any of the above

  • Sending any automated emails to a person after they have specifically requested that you do not mail them.

  • Allowing their equipment to be used to relay mail for any third parties
  .

COMPLAINTS

• In the unlikely event that you have a complaint to make about the service(s) you've received, this should be submitted by email to richard@room101.co.uk, or by post to Richard Fincher, Room101 Limited, Erico House, 93-99 Upper Richmond Road, Putney, London SW15 2TG. You will receive a reply within 24 hours