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Terms & Conditions

PARTIES

(1) Global Web Store Ltd limited registered number 4250812, whose registered office is at 64 Barncliffe Road, Sheffield, South Yorkshire S10 4DH (“Company”)

(2) The organisation whose details appear in the Schedule (“the End User”)

(3) [The Agent]

INTRODUCTION

(A) Global Web Store Ltd Limited has developed software for use as a web site development tool

(B) The End User wishes to use the Software in its business

(C) The Agent is the authorised representative of the Company engaged to contract with the End User on behalf of the Company

1. INTERPRETATION

1.1 “Start Date” – the date of delivery of Software unless otherwise stated in the Schedule;

1.2 “End User [site]” – the [site] [on which Software is installed] as stated in the Schedule;

1.3 “Charges” – the fees for licensing of Software and provision of Support as set out in the Schedule;

1.4 “Initial Term” – twelve months from the date of delivery of Software or as stated in the Schedule;

1.5 “Support” – the maintenance and support services described in Clause 5 and the Schedule;

1.6 “Software” – the object code of the Software product;

1.7 “Term” – starting with the Start Date the term of this Agreement.

2. PRODUCTS AND SERVICES TO BE PROVIDED

2.1 The Company shall:

2.1.1 supply Software;

2.1.2 license Software as described in Clause 4; and

2.1.3 provide Support for the period of 6 months after purchase


2.2 on the terms which follow.

3. PAYMENT TERMS

3.1 The End User shall pay the Charges and taxes such as VAT at the rate and in the manner prescribed by law to the Agent.

3.2 The Charges for the licence of Software are payable on signature of this Contract.

3.3 The Charges for the Support may be adjusted once at the commencement of each successive 12 month period upon expiry of the Initial Term.

3.4 If Charges are not paid within 14 days of the due date the Company reserves the right (without prejudice to its other rights and remedies) to charge interest on the outstanding Charges on a daily basis from the due date to the date of payment at the rate of 4% above the base rate of Royal Bank of Scotland from time to time in force.

3.5 Global Webstore reserves the right to remove a site from the internet due to non payment of hosting services. Global Webstore maintains a 10 day payment policy upon receipt of hosting fee for its hosting service and reserves all rights to act with immediate effect if payments are not made within this period of time.

4. PRODUCT LICENCE

4.1 The Company grants the End User a personal, irrevocable, non-exclusive and non-assignable licence for the Term to use Software for its own internal business purposes at the End User site up to the maximum number of concurrent users as stated in the Schedule.

4.2 The End User may not use the Software to provide the Software to a third party, for example as an application service provider or bureau service.

4.3 The End User shall not make or permit to be made copies of the whole or any part of Software or the Documentation except for the purposes of backing up Software.

4.4 The End User may not decompile the object code of Software for the permitted purpose of interoperability and for no other reason.

4.5 The End User shall not make any changes to Software or the Documentation.

4.6 The Software shall only be hosted and used on The Company’s server and cannot be used on or by any other internet hosting service.

5. SUPPORT

5.1 Support will be provided from the Start Date for the Initial Term set out in the Schedule.

5.2 On expiry of the Initial Term, Support will be provided on a rolling annual basis and either party may terminate Support on each anniversary of the Start Date by giving not less than 3 months’ written notice to expire on that anniversary date.

5.3 Support is provided for Software only. The Company will use all reasonable endeavours to:

5.3.1 fix bugs in Software;

5.3.2 make available new releases and versions of Software from time to time, at the Company’s sole discretion;

5.3.3 keep Software compatible with new versions of the operating system and databases on which it runs.

6. WARRANTY

6.1 The Company warrants that Software will operate [as set out in the Documentation] for a period of 90 days following delivery.

6.2 This warranty does not apply where the End User fails to observe the licence restrictions in the Schedule or does not use Software in accordance with the Documentation.

6.3 The Company excludes any implied condition or warranty concerning the quality or fitness for purpose of Software, whether such condition or warranty is implied by statute or common law.

[6.4 This warranty does not extend to the Company’s hosting services which are provided by a third party to the Company on an “as is” basis without warranty. Therefore the Company will use its reasonable endeavours to ensure your website is available at all times but cannot guarantee an error free hosting service]

7. INTELLECTUAL PROPERTY RIGHTS

7.1 The Company will indemnify the End User against any claims for infringement of third party rights arising from the End User’s use of Software.

7.2 The End User acknowledges that the copyright and all other intellectual property rights in Software and the Documentation belong to the Company.

8. LIMITATION OF LIABILITY

Limitation on Liability
In no event shall Global Webstore be liable to client, client’s users or any other third party for any indirect, consequential, special, incidental, punitive or noncontractual damages or lost profits arising out of or related to this agreement or any services, even if Global Webstore has been advised of the possibility thereof. Global Webstore’s liability, if any, to client or to any third party hereunder shall in no event exceed the total after tax profits earned by Global Webstore under this agreement in the last twelve months. The parties acknowledge that Global Webstore has set its prices and entered into this agreement in reliance upon the limitations of liability and the disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitation and exclusions of liability will survive and apply even if found to have failed of their essential purpose.
In no event shall Global Webstore be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the services.

8.1 Indemnity
Client will indemnify, defend and hold Global Webstore, and its officers, directors, employees, agents and affiliates (each, an “indemnified party”) harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees (collectively, “losses”) resulting from or arising out of any claim, suit, action, arbitration or proceeding (each, an “action”) brought by a third party against indemnified party relating to: (i) a breach or alleged breach by client of any of its representations, warranties, covenants or obligations hereunder, (ii) infringement or misappropriation of any intellectual property rights, including but not limited to rights of privacy, patent, copyright, trade secret, trademark rights and/or licenses, (iii) injury caused by any negligence or willful misconduct of client, or (iv) use of the services, including use of the services without the consent of client

8.2 Any person who is not a party to this Contract shall have no right to enforce any term of this Contract against the Company under the Contracts (Rights of Third Parties) Act 1999.

9. TERMINATION

9.1 Either party may give written notice to the other to terminate this Contract immediately if that other party commits any material breach of its duties and fails to remedy that breach within 28 days of written notice of that breach.

9.2 The licence shall terminate immediately if the End User has a winding up petition presented or enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of amalgamation or reconstruction without insolvency) or makes an arrangement with its creditors or petitions for an administration order or has a receiver or manager appointed over any of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.

9.3 The licence may be terminated by Global Webstore for any overuse of server capacity by an individual site, and Global Webstore reserves the right to give 28 days notice of its termination.


10. DISPUTES

10.1 This Contract shall be governed by the laws of England and Wales.

10.2 If a dispute has not been resolved by an ADR procedure within 30 days of the initiation of that procedure, or if either party will not participate in an ADR procedure, the dispute shall be decided by the High Court of England and Wales and the parties submit to its exclusive jurisdiction for that purpose.


11.Acceptable Use Policy

11.1 You shall not post, publish transmit, re-transmit or store material on or through any of the Global Webstore systems services or products which:
i. is in violation of any law or regulation which is enforceable in the United Kingdom; or
ii. is threatening, obscene, indecent, defamatory, or blasphemous; or
iii. is calculated to incite hatred against any ethnic, religious or other minority or is otherwise calculated to affect any individual, group or entity (collectively, "Persons") adversely; or
iv. violates the rights of any Person, including rights of privacy, rights of personality;
v. infringes or breaches any third party intellectual property rights (which shall include but not be limited to copyrights, trade marks, design rights, trade secrets patents, moral rights and performance rights).

For the avoidance of doubt, the installation or distribution of "pirated" software or other software products that are not appropriately licensed to the customer will constitute a violation of intellectual property rights. In the event of any disagreement as to whether materials posted, transmitted, re-transmitted or stored by a customer are in contravention of this section, the decision of Global Webstore shall be final.

11.2 You shall not post, transmit, re-transmit or publish:

i. unsolicited promotional or advertising material; or
ii. chain letters or pyramid selling schemes.
iii. any material which Global Webstore deems to be unfit for general public viewing or that may cause offence to others.

Global Webstore retains the right to refrain from publishing such pages as a part or a whole of a website and may at its discretion delete any material it finds to be offensive .


12. GENERAL

12.1 This Contract supersedes any prior contracts, arrangements and undertakings between the parties in relation to its subject matter and constitutes the entire contract between the parties relating to that subject matter.

12.2 The End User shall not assign or otherwise transfer this contract. The Company may assign this contract by giving the End User written notice.
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