END USER AGREEMENT

DEFINITIONS

These definitions and rules of interpretation in this clause apply in this agreement.

Charges: the current charges set out on www.liquidsites.co.uk.

Intellectual Property Rights: all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, utility models, design rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.

Materials: the content incorporated in the Site by you.

Services: the templating, hosting and related services to be provided pursuant to this agreement as described in clause 2.

Site: the website to be created by you pursuant to this agreement.

System: the system for creating websites and the associated templates provided by us at www.liquidsites.co.uk.

Visitor: a visitor to your Site.

We or Us or Our: Sitemakers Limited Townsend Studios Curry Rivel Langport Somerset TA10 0HP.

You or Your: any person who orders or uses the Service.

Clause and schedule headings do not affect the interpretation of this agreement. Words in the singular include the plural and in the plural include the singular.

A reference to a particular law is a reference to it as it is in force for the time being and includes any subordinate legislation for the time being in force made under it.

References to content include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a visitor to that website.

All Services provided by us shall be subject to these terms to the exclusion of any proposed by you, unless agreed in writing by us.

SERVICES

We will provide the following services:

• Permit access to the System such that you can create a website complete with such of the facilities you require. These are detailed on our website at LiquidSites.co.uk;
• Provide a domain name as requested by you which will be subject to the terms of the relevant registrar as detailed below in clause 3.2;
• Host the Site ; and
• Provide, at your option (set by you on your control panel) either email forwarding or a POP3 address.

YOUR RESPONSIBILITIES

We will as part of the Services provide you with a domain name selected by you. The spelling of such a domain name is critical and once you have selected the same not changeable.

The domain name will be allocated to you by a domain name registrar and will be subject to their rules.

If your Site consumes excessive bandwidth at any time we reserve the right to restrict the bandwidth. Where practicable we will inform you of this.

CHARGES AND PAYMENT

We will issue at the start of this agreement, electronically, a VAT invoice in respect of the Charges All invoices are payable on presentation.

WARRANTIES

We will perform the Services with reasonable care and skill.

We do not warrant either that the Services will be error free or that the hosting will be continuous and uninterrupted.

This agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

CANCELLATION

You do not have the right to cancel this agreement because the performance begins at once and we allocate a personalised domain name to you.

LIMITATION OF REMEDIES AND LIABILITY

This clause 7 will not limit, exclude or restrict our liability towards you if you are a consumer within the meaning given to that word in the Unfair Contract Terms Act 1977.

Nothing in this agreement shall operate to exclude or limit our liability for:

• death or personal injury caused by its negligence; or
• any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

• fraud.

We shall not be liable to you for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

Subject to clause 7.1 , our aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the total Charges payable by you to us under this agreement in that calendar year.

INTELLECTUAL PROPERTY RIGHTS

You retain all Intellectual Property Rights in the Materials but grant us a licence to such Intellectual Property Rights to the extent required to perform our obligations under this agreement.

You acknowledge that the System and all associated templates and designs are our property and that you are only licenced to use the same while this agreement is in force. All images used within the template design remain our ownership and you are in no way permitted to download, use or claim that these images form part of your corporate identity or ownership.

You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Materials infringe any Intellectual Property Rights of a third party.

We shall indemnify you against all damages, losses and expenses arising as a result of any action or claim that the System or your use of the same infringes the Intellectual Property Rights of a third party in the UK, other than infringements referred to in clause 8.3 .

We reserve the right to withdraw or modify any template or design provided by us at any time, subject to, in the case of withdrawal, the provision of a similar template or design.

SITE CONTENT

You shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) ( Inappropriate Content ).

You acknowledge that we have no control over any content placed on the Site by you or Visitors and we do not purport to monitor the content of the Site. We reserve the right to remove content from the Site where we reasonably suspect such content is Inappropriate Content. We will notify you if we become aware of any allegation that content on the Site may be Inappropriate Content.

You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Materials or any other material posted to, or linked to, the Site constitutes Inappropriate Content.

We will include the statement “Powered by Liquidweb” in the footer of all pages of the Site, hyperlinked to www.liquidsites.co.uk. Unless you give us notice to the contrary, we are entitled to include, on Liquidsites, a thumbnail of, and a hyperlink to, your Site for promotional purposes.

DATA PROTECTION

In this clause 9.4 , Personal Data has the meaning given in the Data Protection Act 1998.

We warrant that, to the extent we processes any Personal Data on your behalf, we act only on your instructions; and that we have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

TERM AND TERMINATION

This agreement shall start on the date you pay the Charges and shall continue for one year. Subject to clause 11.3, provided the renewal fee (as set out in the Charges) is received by us before each anniversary, you may renew this agreement for a further year.

Either of us may terminate this agreement immediately at any time by written notice to the other if the other commits any material breach of their obligations under this agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied .

Either of us may terminate this agreement by giving not less than 30 days notice expiring on any anniversary and, upon giving such notice, renewal will not be possible.

We may terminate this agreement, or at our option suspend the Services, if you fail to pay the Charges when due.

On termination of this agreement all licences granted by us under this agreement shall terminate immediately.

On expiry or termination of this agreement otherwise than on termination by us under clause 11.2 we shall provide such assistance as is reasonably requested by you to transfer the domain to you or another service provider, subject to payment of our Charges.

On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.

FORCE MAJEURE

The definition in this clause applies in this agreement.

Force Majeure Event: any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, act of terrorism, civil riot or war).

If we become aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing our obligations under this agreement we shall forthwith notify you.

NOTICES

A notice given under this agreement:

• shall be in writing in the English language (or be accompanied by a properly prepared translation into English);
• shall be sent in your case for the attention of the person, and to the address, fax number or e-mail address given on registration with us (or such other person, address, fax number or e-mail address as you may have notified to the other, such notice to take effect five days from the notice being received); and

• shall be delivered personally or sent by fax or e-mail or sent by pre-paid first-class post, recorded delivery or registered post; or (if the notice is to be served or post outside the country from which it is sent) sent by registered airmail.

The addresses for service of notice for us are:

Address: Townsend Studios Curry Rivel Langport Somerset TA10 0HP.
For the attention of: The Managing Director
Fax number: 01458 253186
E-mail: mail@liquidsites.co.uk

A notice is deemed to have been received:

• if delivered personally, at the time of delivery; or
• in the case of fax or e-mail, at the time of transmission, provided a confirmatory copy is sent by first-class pre-paid post or by personal delivery before the end of the next working day; or
• in the case of pre-paid first class post, recorded delivery or registered post, 2 working days from the date of posting; or

• in the case of registered airmail, five days from the date of posting.

To prove service, it is sufficient to prove that the notice was transmitted by fax to the correct fax number or e-mail address of the relevant party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

ENTIRE AGREEMENT

Neither party shall have any liability other than pursuant to the express terms of this agreement. Nothing in this agreement shall exclude or limit either party's liability for any Misrepresentation made knowing that it was untrue.

THIRD PARTY RIGHTS

This agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.

VARIATION AND WAIVER

A variation of this agreement shall be in writing and signed by or on behalf of both parties to this agreement.

A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

SEVERANCE

If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

GOVERNING LAW AND JURISDICTION

This agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England .

The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement.