COMPANY ADDRESS & DETAILS

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AGREEMENT

• These terms and conditions relate to Web Focus Limited and trading styles of Web Focus Limited including Printcentre.co.uk and UKI.NET.
  
  
• Any delay or forbearance by either party in enforcing any provisions of this Agreement or any of its rights here under shall not be construed as a waiver of such provision or right thereafter to enforce the same.
  
  
• This Agreement shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.
  
  
• Web Focus Limited terms and conditions are in addition to any terms and conditions that apply to services provided by third parties.
  
  
• Placing an order online, verbal, written or by any other method indicates that you (the customer) have read and agree to these terms and conditions.
  
  
• Web Focus Limited reserves the right refuse to provide quotations or accept orders from Customers if Web Focus Limited does not want to provide the service to the customer, without giving an explanation.

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CONFIDENTIALITY

Definition

The term "Confidential Information" relates to any information, which is identified as confidential or proprietary by either party or the nature of which is clearly confidential or proprietary. Our confidentiality terms relate to all information, whether provided in writing or orally, and disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), or to any employee or subcontractor of the Receiving Party (the "Recipient"), whether before or after the date of the Agreement, including, without limitation, any information relating to the Disclosing Party's Clients, products, operations, processes, plans or intentions, product information, know how, design rights, trade secrets, market opportunity and business affairs.

Each of the parties agrees not to:

• Disclose any Confidential Information received from the other party; or
  
  
• Make any use of any such Confidential Information or disclose the Confidential Information to any other person. No originals or copies of information relating to the work carried out for services related to this agreement are to be passed, given or communicated in any form to a third party and information will not be used for any purpose other than the performance of obligations under this Agreement, unless authorised in writing by the Disclosing Party.
  
  
• Each party may disclose Confidential Information received from the other to its responsible employees, consultants, subcontractors or suppliers who need to receive the information in the course of performance of this Agreement.

The confidentiality obligations shall not apply to any information which:

• is or subsequently becomes available to the general public other than through a breach by the receiving party; or
  
  
• is already known to the receiving party before disclosure by the disclosing party;
  
  
• is developed through the independent efforts of the receiving party; or
  
  
• The receiving party rightfully receives from a third party without restriction as to use.

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PAYMENT AND GENERAL SERVICES

In consideration for the payment of the Fees calculated correctly in accordance with the Price List at the time of the completion of an Order Form by the Customer, Web Focus Limited agrees to provide the Services.


The Customer agrees to make payment for the Services as follows:

• Pay any deposit requested at the time of placing the order before work commences.
  
  
• By debit or credit card at the time of placing the order if the Customer completes an Order Form on-line or if the Order Form is submitted by post, fax or email. Credit card payments will be accepted via the telephone. Web Focus Limited reserves the right to charge a 5% fee for all Credit Card and Debit Card transactions.
  
  
• By payment of invoice within 30 days of the invoice date if the Order Form is submitted and payment by invoice has been agreed prior to order.
  
  
• If the Customer fails to pay any invoice which is due and payable under this Agreement, Web Focus Limited shall be entitled to charge interest on a daily basis on the overdue amount and on outstanding interest from the date of such failure until payment (both before and after judgment) at an annual rate of 4% above the base rate of Barclays Bank Plc. for the time being in force. If Web Focus Limited does not receive payment in full within 60 days of the date of the invoice, it may terminate this Agreement as regards any Service requested by the Customer without further obligation to the Customer.
  
  
• Pay VAT on all services unless the items purchased are zero rated or you have an exemption certificate.
  
  
• Non-delivery or non-performance of services by any party other than Web Focus Limited shall not give the Customer any right to delay any payment to Web Focus Limited or to make any claim whatsoever against Web Focus Limited.
  
  
• All prices quoted or estimates given may be subject to change and will only be valid for 30 days after being given to the Customer.
  
  
• Web Focus Limited retains all Intellectual Property Copyrights until full payment is received from the Customer.
  
  
• The rights and obligations of the Customer under this Agreement are personal to the Customer and the Customer undertakes that it shall not nor purport to: assign, lease, charge, sub-license, or otherwise transfer such rights and obligations in whole or in part.

Web Focus Limited agrees to:

• Carry out all aspects of Services with reasonable skill and care and to generally accepted industry standard.
  
  
• Rectify and notify of any errors made to invoices, receipts and excessive payments received from Customers within a reasonable period of time.
  
  
• Keep price lists up to date with the latest charges services and products provided by Web Focus Ltd. Price lists, service and product information is subject to change at any time without prior notice.
  
  
• All data and technical information relating to Services are given by Web Focus Limited in the belief that they are reasonably accurate. The Company accepts no responsibility whatsoever for any such information which has been prepared by a third party.
  
  
• Web Focus Limited reserves the right to subcontract any of the work required to fulfil its obligations here under.
  
  
• Neither party shall be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance here under (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supranational authority.
  
  
• Web Focus Limited will make reasonable endeavours to ensure that the services are provided as described in Web Focus Limited associated web sites and marketing media but because most of the Services are provided by means of computer, telecommunication systems and third parties Web Focus Limited makes no warranties or representations that any Service or product will be uninterrupted or error-free.

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CUSTOMER AUTHORISATION AND OBLIGATIONS

The Customer hereby appoints Web Focus Limited to act on its behalf in conjunction with the provision of the Services.

The Customer acknowledges and accepts that to enable Web Focus Limited properly to provide the Services it must cooperate with Web Focus Limited as required by Web Focus Limited and, without limitation in particular: -

• the Customer must provide Web Focus Limited with accurate details of its e-mail and physical addresses and promptly notify Web Focus Limited in writing of any alterations thereto from time to time;
  
  
• the Customer must obtain the consent of individuals whose personal data are to be held on a domain name register or are otherwise provided to Web Focus Limited;
  
  
• keep the Customer's user ID secure so that such ID is only used by the Customer or those authorised by the Customer;
  
  
• The Customer is responsible for checking the accuracy of work that has been carried out under the agreement and reporting any mistakes/alterations needed in writing to Web Focus Limited.
  
  
• The Customer shall provide Web Focus Limited with full particulars of any requested modifications in writing and such further information as Web Focus Limited may reasonably require.
  
  
• The Customer agrees to authorise additional work as required in writing to Web Focus Limited if requested to do so by Web Focus Limited.
  
  
• The Customer must request renewal of any services that need to be renewed to continue working (i.e. domain names, hosting etc) before they are due to expire.
  
  
  • By replying to a service renewal request from Web Focus Limited
    
    
  • By verbal communication, written confirmation, purchase order or payment of invoice.
    
    
  • If no response or renewal request is received services may be suspended, cancelled or deleted.

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LIMITATION OF LIABILITY

• Nothing under these terms limits Web Focus Limited liability for any fraudulent statement or for personal injury or death caused by Web Focus Limited negligence. However, the customer acknowledges and takes notice that the services are not appropriate for use in circumstances where personal injury or death could arise from reliance on the services whether or not Web Focus Limited is negligent and that it should satisfy itself as to the veracity of any statements made by Web Focus Limited or on Web Focus Limited behalf. The entire liability of Web Focus Limited, and the customer’s sole and exclusive remedy, arising in respect of any tort, breach of duty (statutory or otherwise) or breach of this agreement by Web Focus Limited (and whether or not by Web Focus Limited negligence) is limited to the fee paid for the service or services in respect of which the alleged tort or breach has arisen in the period of 12 months preceding the event giving rise to the liability.
  
  
• In no event will Web Focus Limited be liable to the customer for any indirect or consequential loss or damage whatever (without limitation for example loss of business, loss of opportunity, loss of profits)
  
  
• Even if Web Focus Limited has been advised of the possibility of such loss or damage such advice shall not constitute the loss or damage if it arises as direct loss or damage.
  
  
• Any liability of Web Focus Limited whatever arising under these terms or otherwise in respect of the service or any product shall be deemed to end 12 months after the date on which the customer ought reasonably to have known of the event giving rise to the liability. For the avoidance of doubt, the customer acknowledges and agrees that no claims or actions by the customer can be validly made after the expiry of 12 months following such date.

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INDEMNITY

The Customer hereby agrees fully to indemnify, keep indemnified and hold harmless Web Focus Limited, its officers, employees, agents, subcontractors and Reseller individuals and companies from and against any and all costs, claims, losses, damages or liability (whether civil or criminal) and expenses (including, but not limited to, legal fees) sustained or incurred by Web Focus Limited or its any of its officers, employees, agents, subcontractors or Reseller individuals and companies directly or indirectly and in any jurisdiction as a result of:-

• the provision by Web Focus Limited to the Customer of any Service here under; or
  
  
• any breach by the Customer of any of its warranties contained in this Agreement; or
  
  
• any content material or required mode of operation supplied or specified by the Customer for any Service; or
  
  
• Any breach by the Customer of any of its obligations in this Agreement.

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REFUNDS

All refunds must be requested in writing. The refunded service will be terminated when your written request is received. Refunds can only be given if the cost of the item being refunded has been received and the funds have been cleared by the bank.

Due to the nature of these products and services the following items are non refundable: -

• All set up fees, deposits, domain name registrations fees, hosting & bandwidth, labour costs including 'Credits', any fees associated with Pay Per Click and search engine promotion services, third party costs, any charges associated with ecommerce web site integration, consultation, technical assistance, custom scripting & programming, design and artwork services, litho and digital printing. We reserve the right to deduct any/all commissions, work in progress and any other costs you may have incurred that are not listed here.

The following items are refundable with the percentage of refund affected by the time the service has been active: -

• Cancellation of any 12 month service (excluding any services that are non refundable):
  
  
  • Within 24 hours of placing order - 90% of cost
    
  • Up to 6 months - 40% of cost
    
  • 7 to 12 months - 0% of cost

UKI.NET Sub Domain & Services: -

• Cancellation of any UKI.NET Page Options & Features within 14 days of registration:
  
• Within 14 days of placing order - 100% of cost
  
• 15 days up to 12 months - 0% of cost

TERMINATION

• Web Focus Limited may terminate this Agreement by notice in writing to the Customer having immediate effect if:
  
  
  • 1. the Customer is in breach of any of its obligations under this Agreement;
    
    
  • the Customer is a company and a resolution is passed for its winding up or a petition for its liquidation is presented; or
    
    
  • the Customer is an individual and a petition for bankruptcy is presented against it; or
    
    
  • a receiver or liquidator (where the Customer is a company) or (where the Customer is an individual) a trustee in bankruptcy is appointed over it or any of its assets; or
    
    
  • The Customer proposes or enters into any arrangement or composition with or for its creditors (including any voluntary arrangement).
  
  
  
• In the event that any of the circumstances identified in clause 1 arises, Web Focus Limited shall have the option to terminate this Agreement as regards all Services provided or to be provided or only as regards that Service or those Services in respect of which the breach is considered by Web Focus Limited to have been committed; and
  
  
• In the event that any of the circumstances identified in clause 1 arises, Web Focus Limited shall be entitled to retain any sums paid to it by the Customer here under and recover any sums due to it pursuant hereto whether invoiced or not at the date of termination.
  
  
• Either party may terminate this contract at any time by giving 14 days written notice (Use the address or contact e-mail above). See 'Refunds' for any monies due Customer on termination.
  
  
• The agreement shall be considered terminated if the Customer fails to acknowledge communication (in any form) from Web Focus Limited and/or effectively refuses to pay for services that have been requested and authorised in writing. A termination of the agreement in these circumstances shall require the Client to pay all outstanding charges up and until the point of agreement termination, including any interest due.

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WEB/INTERNET RELATED SERVICES

SECTION 1 - WEB SITE HOSTING

Definitions

"Inappropriate Material" refers to material that under the laws of any jurisdiction where the material can be accessed is or may be any of the following: - unlawful, threatening, abusive, harmful, malicious, obscene, pornographic, malicious, profane, libellous, racist, defamatory, infringes any Intellectual Property Rights, constitutes or encourages a criminal offence or contains a virus, worm, Trojan horse or other harmful code.

"Material" refers to text, graphics, images, sound, video or any combination thereof "Web Focus Limited Server" the computer server equipment operated by Web Focus Limited in connection with the provision of the Services.

• The Customer will provide and post to Web Focus Limited server hosting the Customer's Web site only Material which is "server-ready" and which requires no additional manipulation on the part of Web Focus Limited Web Focus Limited shall be under no obligation to validate such Material as not containing Inappropriate Material or for content, correctness, legality or usability.
  
  
• The Customer recognises that using Web Focus Limited Web site hosting Service requires a certain level of knowledge on the Customer's or its web development agency's part, without limitation for example knowledge of hyper text mark up language or file transfer protocol and other protocols, languages and software, and that it is the Customer's or its web development agency's responsibility to upload the content of the Customer's Web site and to check such content functions satisfactorily.
  
  
• The Customer warrants that it has the necessary knowledge referred to above and acknowledges that whilst Web Focus Limited may endeavour to assist the Customer on a "goodwill" basis, it is not the responsibility of Web Focus Limited to provide such knowledge or to provide the Customer with support and assistance in relation to its Web site hosted by Web Focus Limited Server unless otherwise agreed in writing with Web Focus Limited.
  
  
• The Customer acknowledges and accepts that it bears sole responsibility, legal and otherwise, for the content of all Material appearing on its Web site hosted by Web Focus Limited Server. For the avoidance of doubt, this clause shall apply to all Material, whether posted on to the Web Focus Limited server by or on behalf of the Customer, whether by Web Focus Limited or a third party.
  
  
• The Customer warrants, represents and undertakes in relation to all Material (including any Material which it requests Web Focus Limited or any third party to post on its Web site hosted by Web Focus Limited Server) that:
  
  
  • it is not Inappropriate Material;
    
    
  • the Customer either has sole ownership of all Intellectual Property Rights in such Material in each jurisdiction from which the Web site may be accessed and/or has obtained full and effective licence(s) from all relevant third parties allowing the Customer or a third party acting on behalf of the Customer to use the Material and to permit its dissemination world wide;
    
    
  • The Customer undertakes not to link to any Inappropriate Material from its Web site.
  
  
  
• Web Focus Limited shall retain the right at all times to refuse to host any Material and to suspend availability of the Web site and/or to remove any Material already appearing on the Web site which in the opinion of Web Focus Limited:
  
  
  • constitutes or would if posted constitute Inappropriate Material;
    
    
  • breaches or would if posted breach Relevant Legislation or any other applicable regulations, standards or codes of practice (notwithstanding that compliance may not be compulsory); and/or
    
    
  • Harms or would if posted harm the reputation of Web Focus Limited in any way.
    
    
  • Hosting of Material by Web Focus Limited on the Customer's Web site shall not under any circumstances constitute a waiver of any of its rights in relation to such Material or of its rights in relation to any breach of the Customer's obligations under this Agreement.
  
  
  The Customer undertakes:
  
  
  • to fully virus-check all data supplied to Web Focus Limited pursuant to this Agreement;
    
    
  • not to embark on any course of action, whether by use of its Web site or any other means, which may cause a disproportionate level of Web site activity without providing at least seven day's prior notice in writing to Web Focus Limited;
    
    
  • to keep secure from third parties any passwords issued to the Customer by Web Focus Limited in connection herewith;
    
    
  • To observe the limitations on data storage and transfers notified to them by Web Focus Limited and agree, if such limits are exceeded, to pay the appropriate excess charge at Web Focus Limited then current rates.
    
    
  • to back up data stored on your web site, as data stored on our servers is not guaranteed to be backed up
  
  
  
  SECTION 2 - E-MAIL SERVICES (including e-mail forwarding)
  
  The Customer undertakes that it will not (and will ensure that others under its control will not) via e-mail:
  
  
  • transmit Inappropriate Material;
    
    
  • infringe the Intellectual Property Rights of any third party;
    
    
  • Contravene Netiquette; Netiquette is generally accepted standards of conduct relating to use of the Internet including, without limitation, not sending unsolicited mass e-mail, not impersonating another person, and not misrepresenting oneself to have authorisation from another person when one does not.
    
    
  • make use of Web Focus Limited Server to an extent or in a manner which in Web Focus Limited reasonable opinion is excessive, wasteful or otherwise to the detriment of Web Focus Limited, any of Web Focus Limited customers or any other third party, including but not limited to: -
    
    
  • the transmission of bulk or Junk e-mail ("spamming"); or
    
    
  • "Flaming".
  
  
  When sending e-mail, the Customer acknowledges that it is responsible for complying with any Relevant Legislation.
  
  The Customer acknowledges and agrees that Web Focus Limited is not responsible for the security of the contents of e-mail sent or received by the Customer.
  
  Web Focus Limited will use its reasonable endeavours to ensure that messages are routed accurately and promptly but do not accept any liability for non-receipt, non-delivery or misrouting of e-mail or any other failure of the e-mail system.
  
  Web Focus Limited policy is to respect the privacy of e-mail messages sent, received forwarded or otherwise dealt with by it and the Customer acknowledges that Web Focus Limited will therefore not monitor, edit or disclose the contents of such messages unless required to do so by law or competent authority or to protect Web Focus Limited rights and/or position.
  
  
  SECTION 3 - DOMAIN NAME REGISTRATION
  
  
  • Web Focus Limited uses third party companies or individuals to register domain names on Web Focus Limited customer's behalf. Registrant domain name details are taken from Web Focus Limited order forms so it is the responsibility of the customer when supplying their details to make sure the details are accurate for registration purposes. Web Focus Limited cannot guarantee domain name registration and it is the customer's responsibility to check that the domain name required is still available prior to ordering Web Focus Limited services.
    
    
  • You may register a domain name on behalf of somebody else (as a Reseller) and you may charge them what you like for your services. Web Focus Limited registers names on a first come first served basis, but will not tolerate Cybersquatting of a domain name. If you wish to register generic names as a possible investment to sell later, that is allowed, but not registering names known to be of value to a third party to try and resell to them at an inflated price.
    
    
  • If you register a domain name on behalf of somebody else (a customer for example) and you are registered on the database as a billing contact, we will first seek payment from you, but if you do not pay the fees for whatever reason we will have the right to recover the fees directly from the client.
    
    
  • Registration & renewal is usually every 2 years. Thereafter, the registration may be renewed for further periods. Provided the renewal fees are paid, the domain name will always be allocated to the original person or company that registered it.
    
    
  • You may surrender the registration of the domain name by notice in writing to Web Focus Limited. You must also contact the appropriate registry.
    
    
  • Web Focus Limited may at its sole option, cancel the registration or suspend registration of a domain name if any of the items in these terms and conditions are not complied with.
    
    
  • Customers may be contacted directly by domain registries with regards to matters that relate to the domain/s that have been registered. Web Focus Limited does not have any control over the information sent.
    
    
  • Before registering a domain you are advised to read the terms and conditions of the registry your domain will be registered with.
  
  
  

  If you are registering a domain name ending in
  .uk please read Nominet UK conditions.
  
  
  SECTION 4 - UKI.NET
  
  UKI.NET Sub Domain Name
  
  The following terms and conditions apply when you register a UKI.NET sub domain name with UKI.NET:
  
  
  • You do not buy or own the UKI.NET name. You rent it and ask us to point it at your self build web pages, along with mail and other Internet services. Your UKI.NET domain name is a sub domain of the UKI.NET domain name, which is registered and owned by Web Focus Limited. A good analogy would be comparing the name and service to your telephone number and service.
    
    
  • You must have the right to use the name you register and by registering you confirm to us that you have that right.
    
    
  • By registering a sub domain name you agree to keep UKI.NET (which is a trading style of Web Focus Limited) and its directors fully and effectively indemnified at all times and indemnify UKI.NET and its directors accordingly against all costs, claims, liabilities actions and expenses arising directly or indirectly through your choice and use of the domain name or by any breach by you of your obligations contained herein.
    
    
  • You may register a UKI.NET sub domain name on behalf of somebody else (as a Reseller) and you may charge them what you like for your services. UKI.NET registers names on a first come first served basis, but will not tolerate Cybersqatting of a UKI.NET name. If you wish to register generic names as a possible investment to sell later, that is allowed, but not registering names known to be of value to a third party to try and resell to them at an inflated price.
    
    
  • If you register a UKI.NET sub domain name on behalf of somebody else (a client for example) and you are registered on the database as a billing contact, we will first seek payment from you, but if you do not pay the fees for whatever reason we will have the right to recover the fees directly from the client.
    
    
  • Registration, renewal and self-build websites is on a per annum basis. Thereafter, the registration may be renewed for further periods. Provided the annual fees are paid, the UKI.NET sub domain name will always be allocated to the original person or company that registered it.
    
    
  • You may surrender the registration of the UKI.NET sub domain name by notice in writing to UKI.NET.
    
    
  • Once the UKI.NET sub domain name and your full details have been entered in the database no refund will be payable by UKI.NET after 14 days from registration.
    
    
  • Domain names are registered on a first come, first served basis.
    
    
  • There is no guarantee that a UKI.NET sub domain name applied for has been accepted by UKI.NET until you receive our written confirmation. We aim to confirm your domain name acceptance by email within 48 hours of your application.
    
    
  • Acceptance of names is at the discretion of UKI.NET. We will not accept a name for registration if:
    
    
    • It is already registered
      
    • It is on the list of reserved words (this list is not available for public scrutiny)
      
    • It is obscene or otherwise deemed to be unsuitable
  
  
  UKI.NET may at its sole option, cancel the registration or suspend registration of any domain name if:
  
  
  • ordered to do so by a court of competent jurisdiction;
    
    
  • following the ICANN Uniform Domain-Name Dispute-Resolution Policy the name has been judged to infringe the trademark or other intellectual property of the complainant;
    
    
  • the use of the domain name is illegal;
    
    
  • if there is a breach of these terms and conditions.
    
    
  • The continued use of a domain name could cause technical problems on the Internet.
    
    
  • If the registrant of a domain name changes, the new registrant must re-register the name and pay the full registration fee.
    
    
  • We will use our best efforts to ensure the reliability of the UKI.NET service. However, in no circumstances will UKI.NET be liable for any consequential losses.
    
    
  • We submit to any judgements from UK Courts in any dispute.
  
  
  

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  UKI.NET WEB SITES AND FEATURES
  
  
  • All UKI.NET web sites and Extra Features are renewable every 12 months from the date of purchase.
    
    
  • Basic Page Options and Extra Features do not include design or data input.
    
    
  • Our standard support level (included with all UKI.NET packages) for questions relating to user issues is email only. Whilst we endeavour to answer support issues straight away, during busy periods we will reply to requests within 24 hours.
    
    
  • Telephone assistance is not available unless 'Credits' are purchased.
    
    

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    CREDITS
    
    Credits can be purchased to pay for the following items relating to the Customers website:
    
    
    • Artwork Services
      
    • Data Input / Updates / Amendments
      
    • Image Manipulation
      
    • Image & File Upload
      
    • Flash Animation
      
    • Media File Manipulation
      
    • Web Site Design
      
    • HTML Marketing Emails
      
    • Customised Web Forms
      
    • Telephone Support
    
    
    1 credit = 15 minutes of labour time.
    
    

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    RESELLERS
    
    Definition
    
    "Reseller" is an individual or company that resells Web Focus Limited Services.
    
    
    Reseller Acceptance
    
    Whilst Web Focus Limited reserves the right to accept or refuse third parties as a Reseller in its sole discretion, all Resellers must satisfy the following minimum criteria:
    
    
    • Be technically competent to carry out domain name searches, registrations and set up & administer UKI.NET self build websites.
      
      
    • Be financially solvent.
    
    
    If Web Focus Limited has given written notice of its acceptance of a Reseller, the Reseller will be appointed on the condition that it agrees to these terms and conditions.
    
    The period of the appointment will commence on the acceptance by the Reseller of these terms and conditions and will continue until such appointment is terminated in accordance with these terms and conditions.
    
    
    Reseller's Services
    
    
    • The Reseller shall use reasonable endeavours to promote and market products and services offered by Web Focus Limited, including UKI.NET self build websites and shall, at all times, act in the best interests of Web Focus Limited.
      
      
    • The Reseller is responsible for ensuring that the Customer understands that the contract is between Web Focus Limited and the Customer. It is the reseller's responsibility to ensure that the Customer is aware that they are a reseller of Web Focus Limited goods and services.
      
      
    • The Reseller shall ensure that all sales of products and services shall be made on the basis of Web Focus Limited Terms & Conditions.
      
      
    • The Reseller shall use reasonable care and skill in performing its obligations under these terms and conditions.
      
      
    • Product & Service information will be regularly updated as necessary by UKI.NET. Resellers are required to ensure that they are using the latest information on their marketing material, web site and any other information that is given to their Customers.
      
      
    • UKI.NET web site displays recommended product and service prices but Resellers may charge whatever they like for their services.
      
      
    • The Reseller shall be an independent contractor of Web Focus Limited and nothing in this Agreement shall be read so as to construe any ownership, relationship or partnership, joint venture or agency between the parties for any purpose whatsoever.
      
      
    • Other than email support offered by UKI.NET to resellers customers, all other enquiries are the responsibility of the reseller to resolve with their Customer.
      
      
    • Resellers must supply all relevant information necessary to carry out the required work ordered.
    
    
    

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    Intellectual Property Rights
    
    
    • The Reseller acknowledges and agrees that all intellectual property rights subsisting in the Web Focus Limited/UKI.NET sub domain name system and self build websites including, without limitation, the UKI.NET Reseller's Accreditation Logo as specified will remain vested in Web Focus Limited and the reseller will derive no right, title or interest in such intellectual property rights.
      
      
    • Web Focus Limited grants to the Reseller a non-exclusive, royalty-free licence to use the Logo during the period of the Reseller's appointment on its own website and other marketing materials for the sole purpose of promoting and marketing the UKI.NET sub domain name system and self build websites. All use of logos must be approved by Web Focus Limited.
      
      
    • All use of UKI.NET logos, images, copy must be approved by Web Focus Limited prior to use. If permission is not requested or given by Web Focus Limited in writing the Reseller will be requested to cease using and remove all unapproved material.
      
      
    • The Reseller shall use the Logo only in the format specified on the Website and shall not merge the Logo with any other trademark or otherwise interfere with the Logo. All goodwill arising from the use of the Logo shall inure to the benefit of Web Focus Limited.
      
      
      Payment Terms
      
      See the 'Payment and Services' section. In addition to our standard Payment Terms the items below apply to Resellers:
      
      
      • Resellers are eligible for 30 day invoice payment terms.
        
      • Discount prices are only available if payments terms are met.
        
      • Resellers will be invoiced for the discounted price of the items they have ordered.
        
      • Resellers must invoice their own Customers.
        
      • Web Focus Limited reserves the right to restrict the resellers account with a credit limit.
      
      
      
      Termination
      
      Either party may terminate the appointment of the Reseller by giving 30 days written notice to the other. All outstanding accounts must be settled before termination period can commence.
      
      Web Focus Limited may terminate the appointment of the Reseller immediately on written notice to the Reseller if the Reseller:
      
      
      • In the sole opinion of Web Focus Limited, is acting in such a way as to bring the Web Focus Limited name or the Web Focus Limited products or services into disrepute or is otherwise not acting in the best interests of Web Focus Limited;
        
        
      • Is in breach of its obligations under these terms and conditions including, without limitation, fails to pay any invoice on the due date;
        
        
      • Enters into liquidation, bankruptcy, insolvency (whether compulsorily or voluntarily), is no longer able to pay or suspends payment of its debts, enters into an arrangement or composition with its creditors or convenes a meeting with its creditors, has a provisional liquidator, a trustee in bankruptcy, a receiver, administrator or administrative receiver appointed over all or a substantial part of its assets or it ceases or threatens to cease carrying on its business.
        
        
      • Upon termination of the appointment of the Reseller, the Reseller shall: Immediately cease using the Logo and shall delete it from its website and from all advertising materials; immediately cease holding itself out as being a reseller of Web Focus Limited or in any way associated with Web Focus Limited.
      
      
      
      Commissions & Discounts
      
      Resellers
      
      Reseller discount prices are listed on the trade price list issued. Copies are available on request to approved resellers only.
      
      
      Introducers
      
      
      • Introducers commission is a one off payment of 15% of all eligible UKI.NET services (see trade price list for details of items not included in discount).
        
        
      • No commission is payable for the renewal of eligible services unless the Introducer has a minimum of 25 UKI.NET customers.
        
        
      • Introducer's commission is paid by cheque on the 1st of the month, 2 months in arrears from the order date.
        
        
      • Web Focus Limited reserves the right to change or amend the reseller commission structure and/or commission amounts paid to resellers at any time.
        
        
      • We also reserve the right to discontinue any/all additional reseller bonus reward schemes, commissions or prizes at any time.
    
    
    

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    LITHO & DIGITAL PRINTING SERVICES
    
    
    • These conditions shall be deemed to be incorporated in all contracts of Web Focus Limited to sell goods and in the case of any inconsistency with any order of form of contract sent by the purchaser to Web Focus Limited whatever may be their respective dates the provision of these conditions shall prevail unless expressly varied in writing and signed by a director on behalf of Web Focus Limited.
      
      
    • Notwithstanding that Web Focus Limited may have given a detailed quotation or published prices in various media no order shall be binding on Web Focus Limited unless and until it has been accepted in writing by Web Focus Limited.
      
      
    • Any times or dates given for completion or delivery of goods shall be binding on Web Focus Limited, in so far as Web Focus Limited undertake to carry out additional work for the purchaser to the value of the print element of any goods not supplied on time. Such liability shall not extend to delays beyond the control of Web Focus Limited including, without prejudice to the generality of the forgoing defects in files or omissions of information delays in approval of proofs and non-performance of carriers.
      
      
    • By their nature goods do not have a redeemable value and no refunds or credits for goods supplied will be entertained.
      
      
    • All goods shall be paid for at the time of order, unless other arrangements have been made and confirmed in writing.
      
      
    • No goods shall be dispatched or collection allowed until paid for in full unless a 30-day invoice term has been agreed.
      
      
    • All prices are exclusive of Value Added Tax and this will be charged at the appropriate rate.
      
      
    • Any shortcomings or defects in goods supplied must be notified to Web Focus Limited within 3 days of delivery. Such goods must be returned to Web Focus Limited for inspection.
      
      
    • Nothing herein shall impose any liability upon Web Focus Limited in respect of any defect in goods arising out of the acts, omissions, negligence or default of the Purchaser, its servants or agents including without prejudice to the generality of the forgoing handling and storage of the goods.
      
      
    • Nothing herein shall have the effect of excluding or restricting the liability of Web Focus Limited:
      
      
    • For death or personal injury resulting from its negligence insofar as the same is prohibited by UK statue, or;
      
      
    • Under sections 12,13,14 and 15 of the Sale of Goods Act 1979 to a purchaser who is dealing with a customer (as defined by section 12 of the unfair contract terms Act 1977).
      
      
    • Web Focus Limited shall not be liable for any costs, claims or damage arising out of any act, tort or omission or breach of contract or statutory duty calculated by reference to profits, income production or accruals or loss of such profits, income production or accruals or by reference to accrual of such, claim, damages or expenses on a time basis.
      
      
    • The liability of Web Focus Limited to the purchaser for any loss damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances exceed the price of the goods.
      
      
    • If the purchaser shall be in breach of any of their obligations under the contract, Web Focus Limited may (without prejudice Web Focus Limited rights subsequently to determine the contract for the same cause should it so decide) suspend further deliveries of goods without notice until any defaults by the purchaser are remedied.
      
      
    • No statement, description, information, warranty or recommendation contained in any catalogue, web site, price list, advertisement or communication or made verbally by any of the agents or employees of Web Focus Limited shall be construed to enlarge, vary or override in any way these conditions.
      
      
    • Any concession made or latitude allowed by Web Focus Limited to the purchaser shall not affect the strict rights of Web Focus Limited under the contract. If in any particular case any of these conditions shall be held to be invalid or shall not apply to the contract the other conditions shall continue to be in full force and effect.
      
      
    • The contract shall in all respects be governed by English law and shall be deemed to have been made in England and the purchaser and Web Focus Limited agree to submit to nonexclusive jurisdiction of the English Courts.
      
      
    • Our terms are payment with order unless credit terms are agreed. The following methods are acceptable; cash, cheque or payment directly into our account. We reserve the right to delay dispatch until we receive confirmation of cleared funds (e.g. cheques take 5 days to clear).
      
      
    • Print items are subject to a delivery charge (rate based upon weight within the UK).
      
      
    • Delivery times quoted will be from the day your artwork is approved excluding Saturdays, Sundays and Public Holidays.
      
      
    • Web Focus Limited work hard to ensure the printing we supply is perfect. In the unlikely event of work being unacceptable due to a shortcoming at Web Focus Limited, then we will urgently reprint or otherwise make the job good. Web Focus Limited is unable to both reprint and credit the same job.
      
      
    • Artwork supplied by the Customer will be printed from the file received. A proof will not be supplied to the Customer unless requested. Web Focus Limited can not accept any responsibility for Customers artwork files that do not print correctly or fail to produce the result expected.
      
      
    • It is the Customers responsibility to check that any artwork produced by Web Focus Limited is correct at the time of proofing. If artwork is approved from a proof and after printing is deemed to contain errors no responsibility will be held by Web Focus Limited.
      
      
    • Print jobs that are cancelled before the job is printed will be invoiced for any costs that have already been incurred including artwork, paper, ink, consultancy, marketing, copy writing etc.