Behemoth Web Solutions Terms and Conditions

Behemoth Web Solutions Terms and Conditions

Conditions of Supply of Internet Services

Behemoth Web Solutions is a provider of internet related services including connectivity, co-location, dedicated and shared server, website hosting and domain name services. These Conditions set out the terms under which Behemoth Web Solutions will provide Services to the Client (as such terms are defined below). These Conditions will be supplemented from time to time by order confirmation forms setting out specific details relating to services requested by the Client and, as so supplemented, will apply to the exclusion of any other terms and conditions including any which the Client may attempt to introduce.

To the extent that the Client is deemed to be a consumer (as defined by the Unfair Contract Terms Act 1977) then these Conditions will not affect the rights of the Client as a consumer and will apply to the extent that applicable law allows.

By logging into your account or updating files you are deemed to have accepted these terms and conditions

These Conditions are divided into four parts, however all parts may not apply in every case:

Part 1 applies in all cases.

Part 2 applies where Behemoth Web Solutions is to provide software and/or equipment in connection with the Services.

Part 3 applies where the Services include ongoing support and maintenance services.

Part 4 applies where the Services include domain name registration services.

PART 1 - GENERAL PROVISIONS

1. Definitions
In these Conditions, the following expressions will have the following meanings, unless inconsistent with the context:

"Agreement"	the agreement between Behemoth Web Solutions and the Client for the provision of Services formed by these Conditions and the Order Confirmation(s)
"Ancillary Systems"	any Software and/or Equipment
"Associated Company"	in respect of either party, a subsidiary or holding company of that party or any subsidiary of such holding company and the terms "subsidiary" and "holding company" will have the meanings given to them by sections 736 and 736A Companies Act 1985
"Business Day"	a day which is not a Saturday or Sunday or public or bank holiday in England and Wales
"Business Hours"	9am to 5pm on each Business Day
"Client Materials"	data, text, images, graphics, videos, logos and other content and material, hardware or equipment provided by the Client in connection with the Agreement for use by Behemoth Web Solutions in providing the Services
"Client"	as identified on the Order Confirmation(s)
"Client System"	the Client's computer system upon which the Software is loaded or otherwise in connection with which the Services are provided
"Conditions"	these conditions (in four parts) to be read in conjunction with the Order Confirmation(s)
"Defect"	any defect in systems having a material effect on the Client's use or operation of the Services or any failure by any Ancillary System to comply with any term of Part 2 of these Conditions
"Domain Services"	those domain registration and other related services (if any) provided to the Client by Behemoth Web Solutions pursuant to the Agreement, as described on a relevant Order Confirmation
"Equipment"	any hardware, cabling and/or other equipment provided to the Client by Behemoth Web Solutions in connection with the Agreement
"Fees"	the charges due to Behemoth Web Solutions under the Agreement in relation to the Services, as set out on the Order Confirmation(s)
" Behemoth Web Solutions "	Behemoth Web Solutions, as a business entity, owned as a partnership between James Clark and Stuart Tippett
"Intellectual Property Rights"	any and all patents, trade marks, service marks, copyright, moral rights, rights in design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating to the same
"Netiquette"	generally accepted standards and codes of practice for use of the internet including not sending bulk unsolicited email, mail bombing or impersonating another person
"Order Confirmation"	the order confirmation form(s) submitted by Behemoth Web Solutions to the Client by email or otherwise in writing for the provision of the Services, in response to the Client's order or request
"Services"	those development, implementation, consultancy, hosting and other services (if any) provided to the Client pursuant to the Agreement, as described on a relevant Order Confirmation, together with any Support Services and Domain Services
"SLA"	the level of performance to be provided by Behemoth Web Solutions to the Client in respect of the Services, as set out on the Order Confirmation(s)
"Software"	any communications or other software provided to or made available to the Client by Behemoth Web Solutions in connection with the Agreement, but excluding Third Party Software
"Support Services"	those support and maintenance services provided to the Client pursuant to the Agreement, as described on a relevant Order Confirmation
"Support Hours"	the hours during which Behemoth Web Solutions will provide the Support Services, as set out on a relevant Order Confirmation
"Third Party Software"	any software identified as third party software (if any) to be provided to the Client pursuant to the Agreement, as set out in a relevant Order Confirmation
"Use the Software"	to load the Software onto and store and run it on the Client System and/or Equipment in accordance with the terms of the Agreement

3. Interpretation

2.1	The headings used in the Agreement are inserted for convenience only and are not intended to be part of nor to affect the meaning or interpretation of any of the Agreement.

2.2	In the Agreement the masculine includes the feminine and the neuter, and the singular includes the plural and vice versa as the context shall admit or require.

2.3	The expression "person" means any individual, firm, body corporate, unincorporated association, partnership, government, state or agency of a state or joint venture.

2.4	In the event of a conflict between any of these Conditions and any Order Confirmation, the conflict will be resolved according to the following order of priority: these Conditions then the Order Confirmation.

2.5	The words "include", "includes", "including" and "included" will be construed without limitation unless inconsistent with the context.

2.6	The Agreement (as varied in accordance with its terms) forms the entire understanding of the parties in respect of the matters dealt within it and supersedes all previous agreements, understandings and negotiations between the parties.

2.7	The parties do not intend that any of the terms of the Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not party to it.

2.8	References in these Conditions to clauses means clauses of these Conditions. References in these Conditions to the provisions of statutes or statutory instruments are deemed to include those provisions as amended or substituted from time to time.

11. Service Provision

3.1	The Services are described or referred to on the Order Confirmation(s).

3.2	Behemoth Web Solutions will use its reasonable endeavours to provide the Services in accordance with any timescale set out on the Order Confirmation(s), but will not be liable to the Client where, using those endeavours, it fails to meet any timescale.

3.3	Behemoth Web Solutions will not be liable for any failure to provide the Services resulting from any breach by the Client or its employees, agents or subcontractors of the Agreement.

3.4

Behemoth Web Solutions will not be obliged to provide any services not referred to on the Order Confirmation(s). Furthermore, Behemoth Web Solutions cannot provide the Services where the Client makes use of particular systems including communications systems identified in writing by Behemoth Web Solutions.

3.5

The terms of the Agreement form the entire agreement between Behemoth Web Solutions and the Client in relation to the Services and all other understandings, agreements, warranties, conditions, terms or representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law. The Client may not rely upon any representation made or given by any employee of Behemoth Web Solutions prior to the Agreement being entered into unless confirmed in the Agreement.

3.6

Behemoth Web Solutions may at any time and from time to time improve, correct or otherwise modify all or any of the Services (including substituting Software and/or Equipment with software or equipment of similar specification) provided that such modification does not materially affect provision of the Services to the Client. Behemoth Web Solutions will endeavour to give the Client reasonable notice of any such modification, where this is reasonably practicable.

3.7

Behemoth Web Solutions will, upon arrangement and provided that no Fees are due and payable, allow the Client reasonable access to any co-located server hosted by Behemoth Web Solutions as part of the Services during Business Hours. Access will only be granted to the Client if Behemoth Web Solutions is given at least 3 Business Days' notice in writing that access is required and acceptance of that request has been confirmed in writing to the Client by Behemoth Web Solutions.

3.8

Without prejudice to its other rights and remedies, Behemoth Web Solutions may at its sole discretion suspend the provision of the whole or any part of the Services (temporarily or permanently) and will have no liability to provide the Services on the occurrence of any of the following events:

3.8.1

notified or unscheduled upgrade or maintenance of Behemoth Web Solutions IT systems;

3.8.2

issue by any competent authority of an order which is binding on Behemoth Web Solutions which affects the Services;

3.8.3

if the Client fails to pay any Fees or any other sums owing to Behemoth Web Solutions by the Client when they fall due;

3.8.4

if an event occurs and Behemoth Web Solutions deem it to be appropriate to terminate the Agreement;

3.8.5

if the bandwidth or computer memory used by the Client in relation to the Services exceeds any agreed or stipulated level and Behemoth Web Solutions determines in its sole discretion that suspension is necessary to protect all and any internet solutions provided by Behemoth Web Solutions from time to time; or

3.8.6

failure or deficiencies in the Client System referring but not limited to hardware, server corruption and security breaches.

Where Behemoth Web Solutions suspends provision of the Services in accordance with clause 3.8.3, it will only be obliged to recommence provision during Business Hours and once the Client has paid all relevant outstanding sums in clear funds together with any relevant reinstatement fee (as published from time to time by Behemoth Web Solutions) and has accepted any revised payment terms requested by Behemoth Web Solutions (such as payment by direct debit).

3.9	The Client will provide to Behemoth Web Solutions those Client Materials identified on the Order Confirmation(s) within a reasonable time period taking account of the obligations of Behemoth Web Solutions under the Agreement.

3.10

The Client warrants that the Client Materials will be accurate in all material respects and will not knowingly include material which is illegal, the accessing holding transmitting or supplying of which would be a criminal offence or which is otherwise unlawful or in breach of any applicable law or code of practice applying to such materials. In particular, the Client warrants that all necessary licences, consents and waivers (including those from rights owners, performers and other contributors) are obtained and paid for by the Client. Without prejudice to the foregoing, Behemoth Web Solutions may decline to use any Client Materials on any reasonable grounds.

3.11

The Client will supply in a timely manner all information, instructions, review and feedback reasonably required by Behemoth Web Solutions in connection with the performance of its obligations under the Agreement and will appoint a representative who is fully empowered and authorised to provide the same.

22. Service Delivery

4.1	The Client acknowledges that, given the nature of such services, Behemoth Web Solutions cannot guarantee that the Services, when delivered via the internet, will be uninterrupted or error free.

4.2

To the fullest extent permitted by law and save as provided elsewhere in the Agreement, the Services and any Client Systems and Ancillary Systems are provided by Behemoth Web Solutions to the Client on an "as is" and "as available" basis and no warranty or representation (express or implied) of any kind are given in connection with the Agreement including as to satisfactory quality and fitness for a particular purpose. In particular, Behemoth Web Solutions gives no warranty or representation that:

4.2.1

the Services will meet the Client's requirements;

4.2.2

the Services will be provided on an uninterrupted, timely, secure or error-free basis; or

4.2.3

any results obtained from use of the Services will be accurate, complete or current.

4.3

Behemoth Web Solutions warrants that it will provide the Services with reasonable care and skill and in accordance with any SLA. Behemoth Web Solutions will not be liable for a breach of such warranty unless the Client notifies Behemoth Web Solutions in writing of such failure within 14 days of the Client becoming aware of the failure.

4.4

If the Client makes a valid claim against Behemoth Web Solutions based on a failure by Behemoth Web Solutions to comply with the warranty set out in clause 4.3 Behemoth Web Solutions may, at its option, take such steps as it deems necessary to remedy such failure or refund such part of the Fees as relates to such Services, provided that the liability of Behemoth Web Solutions under such warranty will in no event exceed one and a quarter times the amount of the Fees paid to Behemoth Web Solutions by the Client (excluding VAT and expenses) in the 12 month period prior to the date on which the Client makes the claim. If Behemoth Web Solutions complies with this clause, it will have no further liability for a breach of the said warranty.

26. Client's Obligations

5.1

The Client agrees that it will:

5.1.1

immediately notify Behemoth Web Solutions on becoming aware of any unauthorised use of all or any of the Services and/or relevant part of the Client System;

5.1.2

not use the Services, Ancillary Systems and/or Client System or allow them to be used for any unlawful purpose or for the publication, linking to, issue or display of any unlawful material (including any pirated software or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, defamatory or which breaches the rights including Intellectual Property Rights of any third party or which is or encourages criminal acts or contains any virus, worm, trojan horse or other harmful code) whether under English law or regulation, the laws or regulations of the Client's country or any other place where the results of such purpose or the material in question can be accessed;

5.1.3

not use the Services, Ancillary Systems and/or Client System or allow them to be used for the publication, linking to, issue or display of any material which in the absolute discretion of Behemoth Web Solutions may harm Behemoth Web Solutions or any of its Associated Companies or clients or bring Behemoth Web Solutions into disrepute or which calls into question any action taken by Behemoth Web Solutions on the Client's behalf;

5.1.4

not use the Services, Ancillary Systems and/or Client System or allow them to be used in breach of good Netiquette practices;

5.1.5

remove or prevent access to any material hosted on any of the Equipment and/or Client System which causes or is likely to cause the Client to be in breach of the Agreement;

5.1.6

ensure that it has all necessary consents, permissions and licences to make use of the Services including registration and appropriate consents and approvals under the Data Protection Act 1998;

5.1.7

not provide any technical or other information obtained from Behemoth Web Solutions and/or relating to the Services to any person which the Client is aware or ought reasonably be aware may directly or indirectly lead to a breach of any law or regulation;

5.1.8

not, in breach of good Netiquette practices, use any service provided by any third party (including an internet web site and/or email) for the publication, linking to, issue or display of any material which refers to an internet web site hosted by Behemoth Web Solutions or any other products or services offered by Behemoth Web Solutions from time to time without Behemoth Web Solutions prior written consent;

5.1.9

ensure that all material or data hosted by Behemoth Web Solutions on any web site operated by the Client from time to time or communicated through such site or using the Client System is checked for viruses and other harmful code and has appropriate security patches applied;

5.1.10

save as provided in any Order Confirmation, be responsible for keeping regular and full back ups of all material and data hosted by Behemoth Web Solutions on any web site or other system operated by the Client from time to time including the Client System and/or Ancillary Systems;

5.1.11

comply with any security policy notified to it from time to time by Behemoth Web Solutions and, in particular, ensure that all passwords and user names provided to it by Behemoth Web Solutions are at all times kept confidential, used properly and not disclosed to unauthorised people. If the Client has any reason to believe that any password or user name has become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way or of any other breach of security then the Client will inform Behemoth Web Solutions immediately;

5.1.12

monitor its bandwidth in relation to the use of Services and report to Behemoth Web Solutions any use of bandwidth over and above those agreed or stipulated levels set out in the Order Confirmation;

5.1.13

be entirely liable for all activities conducted and charges incurred under its passwords and user names whether authorised by it or not and the Client acknowledges that Behemoth Web Solutions shall not be liable for any loss of confidentiality or for any damages arising from the Client's inability to comply with these Conditions;

5.1.14

not use any part of the Behemoth Web Solutions premises except as is reasonably necessary to inspect and maintain any co-located server hosted as part of the Services and the Client shall ensure that such server is kept in good condition and is in its original condition upon the termination of such hosting;

5.1.15

ensure that the Client obtains and maintains insurance over all parts of the Client System which are located on the premises of Behemoth Web Solutions or any of its Associated Companies and to provide evidence that such insurance is in place, upon Behemoth Web Solutions demand;

5.1.16

not, whilst present at any Behemoth Web Solutions premises, do anything which may be dangerous or a nuisance or inconvenience or to disturb, threaten or abuse any Behemoth Web Solutions personnel or other Behemoth Web Solutions clients and the Client shall abide by all health and safety and other policies as Behemoth Web Solutions may notify to the Client from time to time in relation to any such premises;

5.1.17

ensure that all communication details which it provides to Behemoth Web Solutions are at all times true, current, accurate and complete. The Client will promptly notify Behemoth Web Solutions of any change to such details and acknowledges that Behemoth Web Solutions will not be liable for any loss suffered or incurred by the Client as a result of its failure to notify such changes to Behemoth Web Solutions; and

5.1.18

ensure that its systems (including the Client System) meet any minimum system specifications notified to the Client from time to time.

5.2

The Client acknowledges that it has appropriate knowledge of how the internet functions, the systems and products provided to it in connection with the Agreement and what types of use and content are and are not acceptable, some of which are referred to in clause 5.1.2. The Client acknowledges that Behemoth Web Solutions shall have no obligation to:

5.2.1

train the Client on its use of the Services or any Ancillary System;

5.2.2

manipulate any material which the Client wishes to and/or does post on any web site or other system it operates (including any Client System) or any communication which it issues or sends in connection with any Services; or

5.2.3

validate or vet such material for usability, legality, content or correctness.

The Client also acknowledges that the services and products provided by Behemoth Web Solutions are standard packages which are not tailored to specific requirements of the Client, unless confirmed in writing by Behemoth Web Solutions to the contrary.

5.3	The Client will promptly provide to Behemoth Web Solutions and/or its consultants, employees and agents such information and assistance as they may reasonably require in order to be able to carry out the Services and, where relevant, deliver and install any Ancillary Systems.

5.4	The Client will procure all necessary rights from third parties (including intellectual property licences of computer software and website content including ringtones and music) which are from time to time required in order for Behemoth Web Solutions to be able legally to provide the Services.

5.5

If, in Behemoth Web Solutions opinion, the Client is in breach of the provisions of clauses 5.1.2 to 5.1.4 then Behemoth Web Solutions may without prejudice to its other rights and remedies immediately by written notice to the Client:

5.5.1

suspend provision of the Services;

5.5.2

terminate the Agreement; or

5.5.3

amend or remove any Client Materials and/or content appearing on any website or other system hosted by Behemoth Web Solutions on behalf of the Client (including any Client System or Ancillary System).

Behemoth Web Solutions may also notify appropriate public authorities (governmental or otherwise including the police or other enforcement authority) of any such breach, where it deems necessary.

5.6

Where as part of the Services the Client is entitled (having obtained Behemoth Web Solutions prior written consent) to resell the whole or any part of the Services to a third party then the Client will:

5.6.1

procure such third party's compliance with and acceptance of these Conditions;

5.6.2

be fully responsible for the acts and omissions of any such third party; and

5.6.3

indemnify Behemoth Web Solutions for any losses it suffers as a result of such acts or omissions.

32. Payment Terms

6.1

The Fees are payable to Behemoth Web Solutions subject to the following conditions:

6.1.1

Fees payable monthly or yearly will be paid in advance and will not be refundable in whole or part if the Agreement or relevant part is terminated during the period to which the payment relates;

6.1.2

any set up fee will (unless stated to be included within later payments) be payable immediately;

6.1.3

additional Fees will become payable if the Client exceeds agreed or stipulated bandwidth use levels.

6.2	Any total sum for the fees set out in an Order Confirmation is (unless stated in the Order Confirmation to be a fixed and firm amount) an estimate of the fees only and not a fixed price quotation.
6.3	Any sums payable by the Client to Behemoth Web Solutions under the Agreement are exclusive of value added tax or any similar taxes, levies or duties, which will be added to such sums and be payable by the Client at the appropriate rate.
6.4	The Client agrees to pay Behemoth Web Solutions invoices within 7 days of invoice due date. If invoices are not settled in full by then, the Client will without prejudice to its other rights and remedies (including the right to suspend the Services under clause 3.8.3) be liable to pay interest on any sum outstanding from the due date for payment at the annual rate of 2% above the base lending rate from time to time of Halifax Bank plc accruing on a daily basis until payment is made whether before or after any judgment.
6.5	All sums payable to Behemoth Web Solutions under the Agreement must be paid in full with no set off or deduction.
6.6	Behemoth Web Solutions has a general and particular lien over the Client System until all claims and money payable by the Client to Behemoth Web Solutions on any account whatsoever have been received in full clear funds. If the Client fails to discharge any lien within a reasonable time from the date of notice of exercise then the Client System may be sold in or towards satisfaction of that lien and Behemoth Web Solutions will account to the Client for any excess.
6.7	Behemoth Web Solutions may make a search in relation to the Client with a credit reference agency (and make other credit enquiries from time to time), keep a record of that search and enquiries, and share that information with third parties. Behemoth Web Solutions may also make enquiries about the principle directors/proprietors of the Client with a credit reference agency.
6.8	Where the Client authorises payment of any of the Fees by credit card then Behemoth Web Solutions may deduct other amounts becoming payable to it under the Agreement under that credit card without obtaining additional authorisation from the Client.
6.9	Without prejudice to any other of its rights and remedies, Behemoth Web Solutions will be entitled to remove the Client's data from its systems and any Equipment and/or put the Equipment to any use other than the Client's if any amount due under the Agreement is not paid within 21 days of its due date for payment. Behemoth Web Solutions is not required to back up such data or return the same to the Client prior to any such removal or following termination of the Agreement.

34. Confidential Information

7.1

Each party will (unless contrary to law):

7.1.1

keep confidential all information obtained from the other under or in connection with the Agreement ("Information");

7.1.2

not disclose any Information to any third party without the prior written consent of the other except to such persons and to such extent as may be strictly necessary for the performance of the Agreement;

7.1.3

not use any Information otherwise than for the purposes of the Agreement.

7.2

The provisions of clause 7.1 do not apply to Information which:

7.2.1

is or becomes public knowledge (otherwise than by breach of this clause); or

7.2.2

was in the possession of the party concerned without restriction as to its disclosure before receiving it from the disclosing party; or

7.2.3

is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

and nothing in this clause 7 prevents either party from disclosing any Information for a proper purpose to a public authority or any regulatory body, or to a court of law in the United Kingdom or elsewhere in legal proceedings, or to its senior management, its auditors, bankers, lawyers or other professional advisers.

7.3	The provisions of this clause 7 will continue to apply notwithstanding termination of the Agreement.
7.4	The Client, by entering into the Agreement, consents to Behemoth Web Solutions sending to the Client by whatever means the Company deems appropriate (whether by email or otherwise) information concerning new products and other services that Behemoth Web Solutions and its Associated Companies may from time to time offer.

37. Intellectual Property

8.1	The Client acknowledges and agrees that it will not own or acquire ownership of any Intellectual Property Rights in or relating to the Services or created in performing the Services and that it will have no rights in or to the Services other than the rights expressly granted by the Agreement.

8.2

The Client will indemnify and keep Behemoth Web Solutions indemnified from and against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability), injuries, losses, damages, claims, demands, legal costs (on a full indemnity basis) and judgments which Behemoth Web Solutions incurs or suffers as a consequence of infringement of any Intellectual Property Right of any third party arising directly or indirectly from:

8.2.1

the provision by Behemoth Web Solutions of Services making use of information or specifications supplied by the Client;

8.2.2

the Client's failure to procure all necessary rights from third parties which are from time to time required in order for Behemoth Web Solutions to be able legally to provide the Services; or

8.2.3

the use by Behemoth Web Solutions in connection with the Agreement of the Client System and the Client Materials.

8.3	No Intellectual Property Rights created or acquired by Behemoth Web Solutions will transfer or be assigned to the Client unless Behemoth Web Solutions and the Client have signed a written assignment document to that effect.
8.4	The Client shall keep the Ancillary Systems in good condition during the continuance of the Agreement and free of all charges, liens and encumbrances and protect it from any and all judicial process.

40. Liability

9.1

The provisions of this clause 9 and the provisions of clauses 4 and 24 set out the entire liability of Behemoth Web Solutions (including any liability for the acts or omissions of its consultants, employees, agents and authorised representatives) to the Client in respect of:

9.1.1

any breach of the Agreement; and

9.1.2

any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.

9.2	Nothing in the Agreement excludes or limits the liability of Behemoth Web Solutions for death or personal injury caused by the negligence of Behemoth Web Solutions, fraud or a breach of section 12 of the Sale of Goods Act 1979.

9.3

Subject to clauses 9.2 the total liability of Behemoth Web Solutions in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Agreement is limited to:

9.3.1

£50,000 for loss of or damage to tangible property; and

9.3.2

for any other kind of loss, one and a quarter times the amount of sums paid by the Client to Behemoth Web Solutions pursuant to the Agreement (excluding VAT and expenses) during the preceding 12 month period.

9.4

Behemoth Web Solutions will not be liable to the Client in contract, tort, misrepresentation or otherwise (including negligence), for any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever, or for any loss of profit, loss of business, loss of contract, depletion of goodwill or otherwise (whether direct or indirect), and whether or not caused by the negligence of Behemoth Web Solutions or its employees, agents or authorised representatives, which arises out of or in connection with the Agreement.

9.5

The Client acknowledges that the allocation of risk in the Agreement reflects the price paid for the Services and that it is not within the control of Behemoth Web Solutions how or for what purposes they are used.

44. Client Indemnity

The Client will fully indemnify and keep Behemoth Web Solutions and its Associated Companies, officers, partners, employees and agents fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including legal fees) whatsoever incurred by it and arising from any of the following:

10.1	the Client's breach of the Agreement, negligence or other default;
10.2	the operation or break down of any IT systems owned or used by the Client including the Client System but not the Equipment; or
10.3	the Client's use or misuse of the Services.

46. Force Majeure

Neither party is under any liability to the other party in respect of anything which, apart from this provision, may constitute a breach of the Agreement arising by reason of force majeure which means, in relation to either party, circumstances beyond the reasonable control of that party including acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, network failure, systems fault, unauthorised use or access to the IT systems of Behemoth Web Solutions or the Client, explosion, flood, epidemic, lock outs (whether or not by that party), strikes and other industrial disputes (in each case, whether or not relating to that party's workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions, to the extent outside of its reasonable control.

47. Term and Termination

Without prejudice to the remaining provisions of this clause 12 and any other rights and remedies available to Behemoth Web Solutions:

12.1

Behemoth Web Solutions will provide the Services for the period of 12 months from the date of the relevant Order Confirmation or, where different, any other period of supply stated on the Order Confirmation (such period being termed the "Initial Period") and will continue beyond that period, subject to termination by:

12.1.1

the Client upon serving 30 days' written notice on Behemoth Web Solutions following completion of Behemoth Web Solutions prescribed template procedures for terminating the whole or any part of the Agreement (details of which can be obtained from Behemoth Web Solutions Customer Services Team); or

12.1.2

Behemoth Web Solutions serving 30 days' written notice on the Client to expire at any time after the Initial Period.

12.2	Behemoth Web Solutions may immediately terminate the Agreement (or at its option, any part of it) by notice in writing to the Client if the Client fails to pay to Behemoth Web Solutions any sum due under the Agreement on the due date for payment.

12.3

either party may terminate the Agreement (or, at its option, any part of it) forthwith by notice in writing to the other if the other party:

12.3.1

is in material breach of the Agreement and fails (where the breach is capable of remedy) to remedy the breach within 30 days of the receipt of a request in writing to remedy the breach, such request setting out the breach and indicating that failure to remedy the breach may result in termination of the Agreement;

12.3.2

becomes the subject of a voluntary arrangement under section 1 of the Insolvency Act 1986;

12.3.3

is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

12.3.4

has a receiver, manager, administrator or administrative receiver appointed over all or any parts of its undertaking, assets or income, has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or for an administration order; or

12.3.5

has ceased or threatened to cease to trade.

50. Consequences of Termination

13.1	Termination of the Agreement is without prejudice to the rights and duties of either party accrued prior to termination.
13.2	The clauses of the Agreement which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
13.3	Behemoth Web Solutions may without notice remove the Client's data from its systems and any Equipment after expiry of 5 Business Days following termination. For the purposes of this clause, the date of termination will be either the date that Behemoth Web Solutions receives signed authorisation from the Client instructing cancellation of account or the date of expiry of notice of termination served in accordance with these Conditions.

13.4

Upon termination of the Agreement, the Client will forthwith:

13.4.1

cease to use the Software, Equipment and Services;

13.4.2

erase the Software from the Client System and certify to Behemoth Web Solutions that this has been done;

13.4.3

return to Behemoth Web Solutions any hardware or other equipment loaned to the Client in connection with the Services or any other materials and equipment owned by Behemoth Web Solutions; and

13.4.4

pay all outstanding invoices raised by Behemoth Web Solutions pursuant to the Agreement and pay for all work in progress not previously paid for on a reasonable pro-rata basis (subject to receipt of an invoice for the same from Behemoth Web Solutions).

13.5	In the event of termination of the Agreement by the Client part way through the Initial Period, the Client remains obliged to pay for Services comprising the provision of dedicated server hosting for the remainder of that period.
13.6	Where following termination, Behemoth Web Solutions is unable to cancel any registration of a domain name registered on behalf of the Client, it may levy a minimum charge to cover the cost of the domain registration fee.
13.7	Where the Client services include the purchase of licensing for software by Behemoth Web Solutions on behalf of the client, in the event of termination of the agreement by the client, Behemoth Web Solutions are unable to refund any proportion of the software and/or licensing fees incurred.

53. Severability

The illegality, invalidity or unenforceability of any provision of the Agreement will not affect the legality, validity or enforceability of the remainder. If any such provision is found by any court or competent authority to be illegal, invalid or unenforceable, the parties agree that they will substitute provisions in a form as similar to the offending provisions as is possible without thereby rendering them illegal, invalid or unenforceable.

54. Waiver

15.1

The failure or delay by either party in exercising any right, power or remedy of that party under the Agreement will not in any circumstances impair such right, power or remedy nor operate as a waiver of it. The single or partial exercise by either party of any right, power or remedy under the Agreement will not in any circumstances preclude any other or further exercise of it or the exercise of any other right, power or remedy.

15.2

Any waiver by either party of a breach of or default under any of the terms of the Agreement by the other party is not deemed a waiver of any subsequent breach or default and in no way affects the other terms of the Agreement.

55. Assignment and Subcontracting

The Client may not assign the benefit or delegate the burden of the Agreement nor sub-license any of its rights under the Agreement (including to its Associated Company) without the prior written consent of Behemoth Web Solutions. Any consent provided by Behemoth Web Solutions under this clause is given on condition that the assignee or licensee, as the case may be, agrees to comply with the terms of the Agreement as if they were the Client. Behemoth Web Solutions may sub-contract or assign any or all of its rights and obligations under the Agreement.

56. Amendments

No variation or amendment to the Agreement (including any Order Confirmation) is effective unless agreed in writing and signed by an authorised representative of Behemoth Web Solutions.

57. Notices

Any notice to be given or made by either party under or in connection with the Agreement must be in writing and given or made to the other party at its address stated in the Order Form or to such other address as either party may from time to time notify to the other. Every notice, if so addressed, is deemed to have been duly given or made, if delivered by hand, upon delivery at the address of the relevant party, if sent by prepaid first class post, two Business Days after the date of posting and if transmitted by facsimile, at the time of transmission (provided a confirmatory letter is sent by prepaid first class post) provided that, where, in accordance with the above provisions, any notice would otherwise be deemed to be given or made on a day which is not a Business Day or after 4.00 p.m. on a Business Day, such notice shall be deemed to be given or made at 9.00 a.m. on the next Business Day. Behemoth Web Solutions may additionally serve notice on the Client under or in connection with the Agreement by email to the Client by sending an email to the contact email address stated on the Order Confirmation(s) or, in the case of a Client for whom Behemoth Web Solutions has registered a domain name, to webmaster@[registered domain name], and in such a case the email will be deemed sent once transmitted from Behemoth Web Solutions email server.

58. Applicable Law and Jurisdiction

The construction, performance and validity of the Agreement will be governed by English law and the English courts have jurisdiction to settle any disputes which may arise out of or in connection with it.

PART 2 - ANCILLARY SYSTEMS SUPPLY

20. Provision of Software

	20.1	In these Conditions, the following expressions will have the following meanings, unless inconsistent with the context:
	20.2	In consideration of payment by the Client of the Fees, Behemoth Web Solutions will supply to the Client one copy of the Software and Third Party Software in object code form.
	20.3	Behemoth Web Solutions grants to the Client the non-exclusive right to Use the Software for so long as the relevant Services continue to be provided subject to the remaining terms of these Conditions.

21. Client's Undertakings

The Client undertakes:

	21.1	to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
	21.2	to take good care of the Ancillary Systems; and
	21.3	not to provide or otherwise make available the Software in whole or in part (including program listings, object and source program listings, object code and source code) in any form to any person other than the Client's employees without the prior written consent of Behemoth Web Solutions.

22. Copying

The Client may make only so many copies of the Software as are reasonably necessary for operational security and to Use the Software. Such copies and the media on which they are stored will remain the property of Behemoth Web Solutions, and the Client will ensure that all such copies bear Behemoth Web Solutions proprietary notices. The provisions of Part 2 of these Conditions will apply to such copies as it applies to the Software.

23. Alterations

23.1

Except to the extent and in the circumstances expressly required to be permitted by Behemoth Web Solutions by law, the Client may not:

23.1.1	alter, modify, adapt or translate the whole or any part of the program listings, object and source program listings, object code or source code in the Software in any way whatsoever;
23.1.2	permit the whole or any part of the Software to be combined with or become incorporated in any other computer programs; or
23.1.3	decompile, disassemble or reverse engineer the Software;
nor attempt to do any of these things.

23.2

To the extent that the law applicable to the Agreement grants the Client the right to decompile the Software in order to obtain information necessary to render the Software interoperable with other computer programs used by the Client, Behemoth Web Solutions undertakes to make that information readily available to the Client. Behemoth Web Solutions may impose reasonable conditions (including a reasonable fee) for doing so. In order to ensure that the Client receives the appropriate information, the Client must first give to Behemoth Web Solutions sufficient details of the Client's objectives and the other computer programs concerned.

24. Performance

24.1

The Client acknowledges that:

24.1.1	software in general is not error-free, and agrees that the existence of such errors will not constitute a breach of the Agreement; and
24.1.2	the Ancillary Systems will operate only in conjunction with the Client System and other operating systems that may be notified by Behemoth Web Solutions in writing from time to time.

24.2

Behemoth Web Solutions will use its reasonable endeavours to check the Software for the most commonly known viruses prior to delivery to the Client. However, the Client is solely responsible for virus scanning the Software and Behemoth Web Solutions gives no warranty that the Software will be free from viruses.

24.3

Behemoth Web Solutions warrants that (subject to the other provisions of the Agreement) the Ancillary Systems will as at delivery be free from material errors which prevent the Client's use of the Services and conform in all material respects with any applicable specification agreed in writing between the Client and Behemoth Web Solutions. Behemoth Web Solutions will not be liable for a breach of this warranty:

24.3.1	if the error in question has been caused by any modification variation or addition to any part of the Ancillary Systems not performed by Behemoth Web Solutions, their incorrect use by the Client, or use with or in connection with systems with which they are incompatible; or
24.3.2	where the Client does not notify Behemoth Web Solutions in writing of a failure within 14 days of becoming aware of the same.

24.4

If the Client makes a valid claim against Behemoth Web Solutions based on the failure by Behemoth Web Solutions to comply with the warranty set out in clause 24.3 Behemoth Web Solutions will at its option take such steps as it deems necessary to remedy such failure or refund such part of the Fees as relates to the defective Ancillary Systems.

24.5

If Behemoth Web Solutions complies with clause 24.4 it will have no further liability for a breach of the warranty set out in clause 24.3.

25. Third Party Software

Any Third Party Software is supplied to the Client on the basis of the relevant third party's standard licence terms provided to the Client with the relevant Third Party Software and with which the Client agrees to comply.

PART 3 - SUPPORT SERVICES

26. Provision of Support Services

26.1

Behemoth Web Solutions will provide the Support Services to the Client upon the terms and conditions set out in this Part 3 and Part 1 of these Conditions.

26.2

Behemoth Web Solutions will only be obliged to provide the Support Services during Support Hours.

26.3

The obligation of Behemoth Web Solutions to provide Support Services will not extend to:

26.3.1	rectification of lost or corrupted data;
26.3.2	Ancillary Systems altered modified or varied by other than Behemoth Web Solutions;
26.3.3	attendance to faults arising from the Client's failure to comply with Behemoth Web Solutions instructions with regard to the use of the Services or any documentation or manuals provided by Behemoth Web Solutions, or operator error or omission; or
26.3.4	attendance to faults attributable to the use or interaction of an Ancillary System with other software or systems with which it is not compatible.
Behemoth Web Solutions will charge its standard employee charge out rates (as published from time to time by Behemoth Web Solutions) in addition to the Fees for the carrying out any remedial work described in clauses 26.3.1 to 26.

26.4

Behemoth Web Solutions will use its reasonable endeavours to provide the Support Services in accordance with the SLA.

Scope of Support Services

26.5

Behemoth Web Solutions will at no additional charge to the Customer install the standard operating system Software on to the Client System or, where appropriate, the Equipment.

26.6

Behemoth Web Solutions will operate a helpline service to assist the Client and its staff in relation to the Client's use of the Services and the identification and correction of Defects. Assistance via this helpline service may be requested by the Client and provided by Behemoth Web Solutions, by telephone, e-mail or helpdesk ticket system provided by Behemoth Web Solutions. The service will be obtained by telephoning, e-mailing such numbers or addresses or logging into such ticketing systems, as are notified by Behemoth Web Solutions from time to time.

26.7

If a Defect occurs, the following procedure will be followed:

26.7.1	the Client will notify Behemoth Web Solutions of the Defect and provide such information and assistance as Behemoth Web Solutions reasonably requires in connection with such Defect; and
26.7.2	Behemoth Web Solutions will analyse the Defect and use its reasonable endeavours to rectify the Defect in question or propose a solution in connection with the same, within ten Business Days of being notified of the same under clause 26.6.

PART 4 - DOMAIN SERVICES

27. Service Provision

27.1

Behemoth Web Solutions will provide the Domain Services to the Client upon the terms and conditions set out in this Part 4 and Part 1 of these Conditions.

27.2

The Client undertakes and warrants to Behemoth Web Solutions that the registration of any domain name requested by it (a "Requested Domain"):

27.2.1	and the manner in which it is to be directly or indirectly used will not infringe any third party rights; and
27.2.2	is not being made in bad faith or could be considered to be an abusive registration under the ICANN or Nominet dispute resolution policies, whichever is appropriate.
The Client also confirms and warrants that any Requested Domain is not being registered and will at no time whatsoever be used for any unlawful purpose.

27.3

The Client acknowledges that, whilst Behemoth Web Solutions will use its reasonable endeavours to register a Requested Domain, Behemoth Web Solutions will not be obliged to accept any request to register or continue to process any registration of a Requested Domain.

27.4

The Domain Services are limited to forwarding the application for registration to the relevant naming authority, providing reasonable administration services in relation to the application and notifying the result of the application to the Client within a reasonable period after communication from the authority. Behemoth Web Solutions will use reasonable endeavours to notify the Client of any renewal dates however Behemoth Web Solutions accepts no liability for the loss of registration of any Requested Domain.

27.5

Behemoth Web Solutions makes no representations or warranties (expressed or implied) of any kind (and they are expressly disclaimed) with respect to availability or likelihood of registration of any Requested Domain. The Client acknowledges that Behemoth Web Solutions cannot guarantee the reservation or registration of any Requested Domain and that the registration of such domain name will be subject to any registration requirements of the appropriate registry.

27.6

The Client will check that the domain name as reported on all documents sent to the Client (such as invoices and e-mail notifications) is spelt correctly. The Client will notify Behemoth Web Solutions of any incorrect spellings of a Requested Domain promptly and in any event within 24 hours of receiving such document.

27.7

The Client will at all times comply with the terms and conditions (from time to time subsisting) applying to the registration of domain names published by the relevant naming authority (including the domain dispute resolution policy of that authority) and any other authority having similar force.

27.8

If the Client wishes to transfer ownership of a Requested Domain then it will procure that all necessary consents to that transfer are obtained and will deliver up to Behemoth Web Solutions, on demand, documentary evidence of that all such consents have been obtained. The Client agrees that prior to transferring ownership of a Requested Domain to another person (the "Transferee") the Client will procure that the Transferee agrees in writing to be bound by the terms of the Agreement. A Requested Domain will not be transferred until Behemoth Web Solutions receives such written assurances as it requires that the Transferee is bound by the terms of the Agreement.

27.9

Behemoth Web Solutions will not transfer ownership of a Requested Domain until all Fees attributable to the Domain Services which are due have been paid by the Client to Behemoth Web Solutions.

27.10

Behemoth Web Solutions may from time to time change the registrar that a Requested Domain is held with, at its discretion and without notice to the Client.

27.11

The Client agrees and acknowledges that Behemoth Web Solutions will make registration information provided by the Client in relation to the Requested Domain available to ICANN, Nominet or any other appropriate registration authority, the registry administrators, and other third parties as applicable laws may require or permit including the police or other enforcement authority. The Client further acknowledges that Behemoth Web Solutions may make publicly available, or directly available to third party vendors, some, or all, of the domain name registration information provided, for purposes of inspection (such as through the WHOIS service) or other purposes as required or permitted by ICANN, Nominet and applicable law. The Client consents to any and all such disclosures, whether during or after the term of registration of the Requested Domain. The Client irrevocably waives any and all claims and causes of action arising from such disclosure or use of the domain name registration information by Behemoth Web Solutions.

Uniform Domain Name Dispute Resolution Policy
(taken from http://www.icann.org/udrp/udrp-policy-24oct99.htm)

1. Purpose.

2. Your Representations.

3. Cancellations, Transfers and Changes.

4. Mandatory Administrative Proceeding.

a. Applicable Disputes

b. Evidence of Registration and Use in Bad Faith.

c. How to Demonstrate Your Rights to and Legitimate Interests in the Domain Name in Responding to a Complaint.

d. Selection of Provider.

e. Initiation of Proceeding and Process and Appointment of Administrative Panel.

f. Consolidation.

g. Fees.

h. Our Involvement in Administrative Proceedings.

i. Remedies.

j. Notification and Publication.

k. Availability of Court Proceedings.

5. All Other Disputes and Litigation.

6. Our Involvement in Disputes.

7. Maintaining the Status Quo.

8. Transfers During a Dispute.

a. Applicable Disputes

b. Evidence of Registration and Use in Bad Faith.

9. Policy Modifications

Uniform Domain Name Dispute Resolution Policy
1. Purpose.
This Uniform Domain Name Dispute Resolution Policy (the "Policy") has been adopted by the Internet Corporation for Assigned Names and Numbers ("ICANN"), is incorporated by reference into your Registration Agreement, and sets forth the terms and conditions in connection with a dispute between you and any party other than us (the registrar) over the registration and use of an Internet domain name registered by you. Proceedings under Paragraph 4 of this Policy will be conducted according to the Rules for Uniform Domain Name Dispute Resolution Policy (the "Rules of Procedure"), which are available at www.icann.org/udrp/udrp-rules-24oct99.htm, and the selected administrative-dispute-resolution service provider's supplemental rules.

2. Your Representations.
By applying to register a domain name, or by asking us to maintain or renew a domain name registration, you hereby represent and warrant to us that

the statements that you made in your Registration Agreement are complete and accurate;
to your knowledge, the registration of the domain name will not infringe upon or otherwise violate the rights of any third party;
you are not registering the domain name for an unlawful purpose; and
you will not knowingly use the domain name in violation of any applicable laws or regulations. It is your responsibility to determine whether your domain name registration infringes or violates someone else's rights.

3. Cancellations, Transfers, and Changes.
We will cancel, transfer or otherwise make changes to domain name registrations under the following circumstances:

subject to the provisions of Paragraph 8, our receipt of written or appropriate electronic instructions from you or your authorized agent to take such action;
our receipt of an order from a court or arbitral tribunal, in each case of competent jurisdiction, requiring such action; and/or
our receipt of a decision of an Administrative Panel requiring such action in any administrative proceeding to which you were a party and which was conducted under this Policy or a later version of this Policy adopted by ICANN. (See Paragraph 4(i) and (k) below.) We may also cancel, transfer or otherwise make changes to a domain name registration in accordance with the terms of your Registration Agreement or other legal requirements.

4. Mandatory Administrative Proceeding.
This Paragraph sets forth the type of disputes for which you are required to submit to a mandatory administrative proceeding. These proceedings will be conducted before one of the administrative-dispute-resolution service providers listed at www.icann.org/udrp/approved-providers.htm (each, a "Provider").

a. Applicable Disputes. You are required to submit to a mandatory administrative proceeding in the event that a third party (a "complainant") asserts to the applicable Provider, in compliance with the Rules of Procedure, that

your domain name is identical or confusingly similar to a trademark or service mark in which the complainant has rights; and
you have no rights or legitimate interests in respect of the domain name; and
your domain name has been registered and is being used in bad faith.

In the administrative proceeding, the complainant must prove that each of these three elements are present.

b. Evidence of Registration and Use in Bad Faith. For the purposes of Paragraph 4(a)(iii), the following circumstances, in particular but without limitation, if found by the Panel to be present, shall be evidence of the registration and use of a domain name in bad faith:

circumstances indicating that you have registered or you have acquired the domain name primarily for the purpose of selling, renting, or otherwise transferring the domain name registration to the complainant who is the owner of the trademark or service mark or to a competitor of that complainant, for valuable consideration in excess of your documented out-of-pocket costs directly related to the domain name; or
you have registered the domain name in order to prevent the owner of the trademark or service mark from reflecting the mark in a corresponding domain name, provided that you have engaged in a pattern of such conduct; or
you have registered the domain name primarily for the purpose of disrupting the business of a competitor; or
by using the domain name, you have intentionally attempted to attract, for commercial gain, Internet users to your web site or other on-line location, by creating a likelihood of confusion with the complainant's mark as to the source, sponsorship, affiliation, or endorsement of your web site or location or of a product or service on your web site or location.

c. How to Demonstrate Your Rights to and Legitimate Interests in the Domain Name in Responding to a Complaint. When you receive a complaint, you should refer to Paragraph 5 of the Rules of Procedure in determining how your response should be prepared. Any of the following circumstances, in particular but without limitation, if found by the Panel to be proved based on its evaluation of all evidence presented, shall demonstrate your rights or legitimate interests to the domain name for purposes of Paragraph 4(a)(ii):

before any notice to you of the dispute, your use of, or demonstrable preparations to use, the domain name or a name corresponding to the domain name in connection with a bona fide offering of goods or services; or
you (as an individual, business, or other organization) have been commonly known by the domain name, even if you have acquired no trademark or service mark rights; or
you are making a legitimate noncommercial or fair use of the domain name, without intent for commercial gain to misleadingly divert consumers or to tarnish the trademark or service mark at issue.

d. Selection of Provider. The complainant shall select the Provider from among those approved by ICANN by submitting the complaint to that Provider. The selected Provider will administer the proceeding, except in cases of consolidation as described in Paragraph 4(f).

e. Initiation of Proceeding and Process and Appointment of Administrative Panel. The Rules of Procedure state the process for initiating and conducting a proceeding and for appointing the panel that will decide the dispute (the "Administrative Panel").

f. Consolidation. In the event of multiple disputes between you and a complainant, either you or the complainant may petition to consolidate the disputes before a single Administrative Panel. This petition shall be made to the first Administrative Panel appointed to hear a pending dispute between the parties. This Administrative Panel may consolidate before it any or all such disputes in its sole discretion, provided that the disputes being consolidated are governed by this Policy or a later version of this Policy adopted by ICANN.

g. Fees. All fees charged by a Provider in connection with any dispute before an Administrative Panel pursuant to this Policy shall be paid by the complainant, except in cases where you elect to expand the Administrative Panel from one to three panelists as provided in Paragraph 5(b)(iv) of the Rules of Procedure, in which case all fees will be split evenly by you and the complainant.

h. Our Involvement in Administrative Proceedings. We do not, and will not, participate in the administration or conduct of any proceeding before an Administrative Panel. In addition, we will not be liable as a result of any decisions rendered by the Administrative Panel.

i. Remedies. The remedies available to a complainant pursuant to any proceeding before an Administrative Panel shall be limited to requiring the cancellation of your domain name or the transfer of your domain name registration to the complainant.

j. Notification and Publication. The Provider shall notify us of any decision made by an Administrative Panel with respect to a domain name you have registered with us. All decisions under this Policy will be published in full over the Internet, except when an Administrative Panel determines in an exceptional case to redact portions of its decision.

k. Availability of Court Proceedings. The mandatory administrative proceeding requirements set forth in Paragraph 4 shall not prevent either you or the complainant from submitting the dispute to a court of competent jurisdiction for independent resolution before such mandatory administrative proceeding is commenced or after such proceeding is concluded. If an Administrative Panel decides that your domain name registration should be canceled or transferred, we will wait ten (10) business days (as observed in the location of our principal office) after we are informed by the applicable Provider of the Administrative Panel's decision before implementing that decision. We will then implement the decision unless we have received from you during that ten (10) business day period official documentation (such as a copy of a complaint, file-stamped by the clerk of the court) that you have commenced a lawsuit against the complainant in a jurisdiction to which the complainant has submitted under Paragraph 3(b)(xiii) of the Rules of Procedure. (In general, that jurisdiction is either the location of our principal office or of your address as shown in our Whois database. See Paragraphs 1 and 3(b)(xiii) of the Rules of Procedure for details.) If we receive such documentation within the ten (10) business day period, we will not implement the Administrative Panel's decision, and we will take no further action, until we receive (i) evidence satisfactory to us of a resolution between the parties; (ii) evidence satisfactory to us that your lawsuit has been dismissed or withdrawn; or (iii) a copy of an order from such court dismissing your lawsuit or ordering that you do not have the right to continue to use your domain name.

5. All Other Disputes and Litigation. All other disputes between you and any party other than us regarding your domain name registration that are not brought pursuant to the mandatory administrative proceeding provisions of Paragraph 4 shall be resolved between you and such other party through any court, arbitration or other proceeding that may be available.

6. Our Involvement in Disputes. We will not participate in any way in any dispute between you and any party other than us regarding the registration and use of your domain name. You shall not name us as a party or otherwise include us in any such proceeding. In the event that we are named as a party in any such proceeding, we reserve the right to raise any and all defenses deemed appropriate, and to take any other action necessary to defend ourselves.

7. Maintaining the Status Quo. We will not cancel, transfer, activate, deactivate, or otherwise change the status of any domain name registration under this Policy except as provided in Paragraph 3 above.

8. Transfers During a Dispute.

a. Transfers of a Domain Name to a New Holder. You may not transfer your domain name registration to another holder

during a pending administrative proceeding brought pursuant to Paragraph 4 or for a period of fifteen (15) business days (as observed in the location of our principal place of business) after such proceeding is concluded; or
during a pending court proceeding or arbitration commenced regarding your domain name unless the party to whom the domain name registration is being transferred agrees, in writing, to be bound by the decision of the court or arbitrator. We reserve the right to cancel any transfer of a domain name registration to another holder that is made in violation of this subparagraph.

b. Changing Registrars. You may not transfer your domain name registration to another registrar during a pending administrative proceeding brought pursuant to Paragraph 4 or for a period of fifteen (15) business days (as observed in the location of our principal place of business) after such proceeding is concluded. You may transfer administration of your domain name registration to another registrar during a pending court action or arbitration, provided that the domain name you have registered with us shall continue to be subject to the proceedings commenced against you in accordance with the terms of this Policy. In the event that you transfer a domain name registration to us during the pendency of a court action or arbitration, such dispute shall remain subject to the domain name dispute policy of the registrar from which the domain name registration was transferred.

9. Policy Modifications. We reserve the right to modify this Policy at any time with the permission of ICANN. We will post our revised Policy at at least thirty (30) calendar days before it becomes effective. Unless this Policy has already been invoked by the submission of a complaint to a Provider, in which event the version of the Policy in effect at the time it was invoked will apply to you until the dispute is over, all such changes will be binding upon you with respect to any domain name registration dispute, whether the dispute arose before, on or after the effective date of our change. In the event that you object to a change in this Policy, your sole remedy is to cancel your domain name registration with us, provided that you will not be entitled to a refund of any fees you paid to us. The revised Policy will apply to you until you cancel your domain name registration.

UK Dispute Policy

1. Investigation

2. Formal action under the rules

3. The Nominet Alternative Dispute Resolution Service.

The UK Naming authority Nominet (www.nic.uk) handle all disputes in relation to .uk domain names. There current policy is: (taken from http://www.nic.uk/ref/drs.html)

On learning of a dispute about an Internet Domain Name registered under a sub-domain of the .uk Top Level Domain, between the organisation or individual and another laying claim to a stronger right to register it, Nominet will assist the parties by providing the following services:

Investigation
1. Nominet UK will seek to establish whether a mutually acceptable resolution to the dispute can be found by the impartial intervention of Senior Executive staff of Nominet UK.

Formal action under the rules
2. Under the rules for the .uk domain and sub-domains, Nominet UK may suspend delegation of an Internet Domain Name in certain circumstances. The dispute that arises most frequently is where it is drawn to Nominet UK's attention by a third party that in their view a Domain Name is being used in a manner likely to cause confusion to Internet users. There are other more objective circumstances which may lead to suspension, including where it is drawn to Nominet UK's attention that a Domain Name is administered in a way likely to endanger operation of the DNS.

3. If investigation does not lead to a mutually acceptable resolution of the dispute, Nominet UK will consider the evidence assembled during the investigation to determine whether the delegation of the Domain Name should be suspended.

4. If any party affected is dissatisfied with Nominet UK's decision to suspend (or not to suspend) delegation of a Domain Name, Nominet UK will, at that party's request, refer the suspension to an independent expert for a written recommendation that Nominet UK should confirm or revoke its decision.

5. Nominet UK maintains a list of independent experts. They will each be consulted on a rota basis, subject to any conflicts of interest identified by the expert in question.

6. The expert will be sent copies of all letters, faxes, e-mails and notes, together with a short statement by Nominet UK, confirming the background, timing and implementation of its decision.

7. The interested parties will be informed by Nominet UK of the referral to the expert and provided with copies of relevant documents. The expert will invite the parties affected by the suspension, or failure to suspend, to make one written submission, within 14 days, of his or her receipt of all the documents referred to in paragraph 6.

8. Neither party will have the right to call for a hearing before the expert at which witnesses would be examined. The expert may invite the parties to appear before him or her.

9. The expert will issue his or her written recommendation to Nominet UK with reasons, with copies to any other party, no later than one month after receipt of the documents referred to in paragraph 6 above from Nominet UK.

10. Immediately on receipt of the expert's recommendation, Nominet UK will reconsider its earlier decision to suspend, or not to suspend, the delegation of the Domain Name. A final decision will be made and confirmed to all interested parties.

11. If either party is dissatisfied with Nominet UK's final decision on suspension of delegation of the Domain Name, Nominet UK will inform the parties of the Nominet Alternative Dispute Resolution Service, administered by the Centre for Dispute Resolution (CEDR) and forward to them details of the service. If one of the parties refuses to enter into a mediation agreement (or mediation does not resolve the dispute), the dissatisfied party will remain in a position to seek advice from its lawyers about pursuing its case by litigation in the courts or (with the agreement of the other party) in arbitration.

The Nominet Alternative Dispute Resolution Service
12. Nominet UK ADR is a form of mediation whereby parties to a dispute agree with a neutral third party intermediary to assist them to reach a negotiated settlement agreement. Mediation fees and expenses are borne by the parties. The process aims to avoid the delay, expense and confrontation associated with litigation and arbitration. Parties invoking the Nominet UK ADR Service do not have to pay a membership or arrangement fee to CEDR. Mediation fees will be quoted, from CEDR on request.

13. Mediation (sometimes described as conciliation) is non-binding in that there is no commitment to settle and the mediator has no power to impose a solution. However, when an agreement is reached it may be documented and signed by the parties. This will create an enforceable contract at the option of the parties, which can be used in Court.

14. CEDR have been appointed to provide accredited intermediaries for Nominet UK at a specially reduced rate, and to administer the Nominet Alternative Dispute Resolution Service. The organisation is an independent non-profit making body whose aims are supported by the CBI, the DTI and the IOD. They offer a free telephone advice line for parties interested in taking an Internet domain name dispute to mediation, subject to common sense restraints.

OpenSRS TERMS
1. AGREEMENT. In this Registration Agreement ("Agreement") "you" and "your" refer to each customer, "we", us" and "our" refer to Tucows.com Inc. and "Services" refers to the domain name registration provided by us as offered through 123-reg, the Registration Service Provider ("RSP"). This Agreement explains our obligations to you, and explains your obligations to us for various Services.

2. SELECTION OF A DOMAIN NAME. You represent that, to the best of the your knowledge and belief, neither the registration of the SLD name nor the manner in which it is directly or indirectly used infringes the legal rights of a third party and that the Domain Name is not being registered for any unlawful purpose.

3. FEES. As consideration for the services you have selected, you agree to pay to us, the applicable service(s) fees. All fees payable hereunder are non-refundable. As further consideration for the Services, you agree to: (1) provide certain current, complete and accurate information about you as required by the registration process and (2) maintain and update this information as needed to keep it current, complete and accurate. All such information shall be referred to as account information ("Account Information"). You, by completing and submitting this Agreement represent that the statements in your application are true.

4. TERM. You agree that the Registration Agreement will remain in full force during the length of the term of your Domain Name Registration. Should you choose to renew or otherwise lengthen the term of your Domain Name Registration, then the term of this Registration Agreement will be extended accordingly. This Agreement will remain in full force during the length of the term of your Domain Name Registration as selected, recorded, and paid for upon registration of the Domain Name. Should you choose to renew or otherwise lengthen the term of your Domain Name Registration, then the term of this Registration Agreement will be extended accordingly. Should you transfer your domain name or should the domain name otherwise be transferred due to another Registrar, the terms and conditions of this contract shall cease and shall be replaced by the contractual terms in force for the purpose of registering domain names then in force between SLD holders and the new Registrar.

5. MODIFICATIONS TO AGREEMENT. You agree, during the period of this Agreement, that we may: (1) revise the terms and conditions of this Agreement; and (2) change the services provided under this Agreement. Any such revision or change will be binding and effective immediately on posting of the revised Agreement or change to the service(s) on our web site, or on notification to you by e-mail or regular mail as per the Notices section of this agreement. You agree to review our web site, including the Agreement, periodically to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice by e-mail or regular mail as per the Notices section of this agreement. Notice of your termination will be effective on receipt and processing by us. You agree that, by continuing to use the Services following notice of any revision to this Agreement or change in service(s), you shall abide by any such revisions or changes. You further agree to abide by the ICANN Uniform Dispute Resolution Policy ("Dispute Policy") as amended from time to time. You agree that, by maintaining the reservation or registration of your domain name after modifications to the Dispute Policy become effective, you have agreed to these modifications. You acknowledge that if you do not agree to any such modifications, you may request that your domain name be deleted from the domain name database.

6. MODIFICATIONS TO YOUR ACCOUNT. In order to change any of your account information with us, you must use your Account Identifier and Password supplied when you opened your account with us. Please safeguard your Account Identifier and Password from any unauthorized use. In no event will we be liable for the unauthorized use or misuse of your Account Identifier or Password.

7. DOMAIN NAME DISPUTE POLICY. If you reserved or registered a domain name through us, or transferred a domain name to us from another registrar, you agree to be bound by the Dispute Policy which is incorporated herein and made a part of this Agreement by reference. The current version of the Dispute Policy may be found at http://www.opensrs.org/legal/udrp.shtml. Please take the time to familiarize yourself with this policy.

8. DOMAIN NAME DISPUTES. You agree that, if the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions specified in the Dispute Policy in effect at the time of the dispute. You agree that in the event a domain name dispute arises with any third party, you will indemnify and hold us harmless pursuant to the terms and conditions contained in the Dispute Policy. For any dispute, you agree to submit to the jurisdiction of the courts of The Province of Ontario.

9. ICANN POLICY. You agree that your registration of the SLD name shall be subject to suspension, cancellation, or transfer pursuant to any ICANN-adopted policy, or pursuant to any registrar or registry procedure not inconsistent with an ICANN-adopted policy, (1) to correct mistakes by Registrar or the Registry in registering the name or (2) for the resolution of disputes concerning the SLD name.

10. AGENCY. Should you intend to license use of a domain name to a third party you shall nonetheless be the SLD holder of record and are therefore responsible for providing your own full contact information and for providing and updating accurate technical and administrative contact information adequate to facilitate timely resolution of any problems that arise in connection with the SLD. You shall accept liability for harm caused by wrongful use of the SLD, unless you promptly disclose the identity of the licensee to the party providing you reasonable evidence of actionable harm. You also represent that you have provided notice of the terms and conditions in this Agreement to the third party and that the third party agrees to the terms of Disclosure and Use of Registration Information (sections 18 and 19 of this Agreement).

11. ANNOUNCEMENTS. We reserve the right to distribute information to you that is pertinent to the quality or operation of our services and those of our service partners. These announcements will be predominately informative in nature and may include notices describing changes, upgrades, new products or other information to add security or to enhance your identity on the Internet.

12. LIMITATION OF LIABILITY. You agree that our entire liability, and your exclusive remedy, with respect to any Services(s) provided under this Agreement and any breach of this Agreement is solely limited to the amount you paid for such Service(s). We and our contractors shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the Services or for the cost of procurement of substitute services. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our liability is limited to the extent permitted by law. We disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from the unauthorized use or misuse of your account identifier or password; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or services(s) provided under this Agreement; (6) loss or liability resulting from the interruption of your Service. You agree that we will not be liable for any loss of registration and use of your domain name, or for interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages. In no event shall our maximum liability exceed five hundred ($500.00) dollars.

13. INDEMNITY. You agree to release, indemnify, and hold us, our contractors, agents, employees, officers, directors and affiliates harmless from all liabilities, claims and expenses, including without limitation Network Solutions, Inc., and the directors, officers, employees and agents of each of them, including attorney's fees, of third parties relating to or arising under this Agreement, the Services provided hereunder or your use of the Services, including without limitation infringement by you, or someone else using the Service with your computer, of any intellectual property or other proprietary right of any person or entity, or from the violation of any of our operating rules or policy relating to the service(s) provided. You also agree to release, indemnify and hold us harmless pursuant to the terms and conditions contained in the Dispute Policy. When we are threatened with suit by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a breach of your Agreement and may result in deactivation of your domain name.

14. TRANSFER OF OWNERSHIP. The person named as administrative contact at the time the controlling user name and password are secured shall be the owner of the domain name. You agree that prior to transferring ownership of your domain name to another person (the Transferee") you shall require the Transferee to agree, in writing to be bound by all the terms and conditions of this Agreement. Your domain name will not be transferred until we receive such written assurances or other reasonable assurance that the Transferee has been bound by the contractual terms of this Agreement (such reasonable assurance as determined by us in our sole discretion) along with the applicable transfer fee. If the Transferee fails to be bound in a reasonable fashion (as determine by us in our sole discretion) to the terms and conditions in this Agreement, any such transfer will be null and void.

15. BREACH. You agree that failure to abide by any provision of this Agreement, any operating rule or policy or the Dispute Policy provided by us, may be considered by us to be a material breach and that we may provide a written notice, describing the breach, to you. If within thirty (30) calendar days of the date of such notice, you fail to provide evidence, which is reasonably satisfactory to us, that you have not breached your obligations under the Agreement, then we may delete the registration or reservation of your domain name. Any such breach by you shall not be deemed to be excused simply because we did not act earlier in response to that, or any other breach by you.

16. NO GUARANTY. You agree that, by registration or reservation of your chosen domain name, such registration or reservation does not confer immunity from objection to either the registration, reservation, or use of the domain name.

17. DISCLAIMER OF WARRANTIES. You agree that your use of our Services is solely at your own risk. You agree that such Service(s) is provided on an "as is," "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service(s) will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Service(s) or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

18. INFORMATION. As part of the registration process, you are required to provide us certain information and to update us promptly as such information changes such that our records are current, complete and accurate. You are obliged to provide us the following information:

i) Your name and postal address (or, if different, that of the domain name holder);

ii) The domain name being registered

iii) The name, postal address, e-mail address, and voice and fax (if available) telephone numbers of the administrative contact for the domain name.

iv) The name, postal address, e-mail address, and voice and fax (if available) telephone numbers of the billing contact for the domain name.

Any other information which we request from you at registration is voluntary. Any voluntary information we request is collected such that we can continue to improve the products and services offered to you through your RSP.

19. DISCLOSURE AND USE OF REGISTRATION INFORMATION. You agree and acknowledge that we will make domain name registration information you provide available to ICANN, to the registry administrators, and to other third parties as ICANN and applicable laws may require or permit. You further agree and acknowledge that we may make publicly available, or directly available to third party vendors, some, or all, of the domain name registration information you provide, for purposes of inspection (such as through our WHOIS service) or other purposes as required or permitted by ICANN and the applicable laws.

You hereby consent to any and all such disclosures and use of, and guidelines, limits and restrictions on disclosure or use of, information provided by you in connection with the registration of a domain name (including any updates to such information), whether during or after the term of your registration of the domain name. You hereby irrevocably waive any and all claims and causes of action you may have arising from such disclosure or use of your domain name registration information by us.

You may access your domain name registration information in our possession to review, modify or update such information, by accessing our domain manager service, or similar service, made available by us through your RSP.

We will not process data about any identified or identifiable natural person that we obtain from you in a way incompatible with the purposes and other limitations which we describe in this Agreement.

We will take reasonable precautions to protect the information we obtain from you from our loss, misuse, unauthorized access or disclosure, alteration or destruction of that information.

20. REVOCATION. Your wilful provision of inaccurate or unreliable information, your wilful failure promptly to update information provided to us, or your failure to respond for over fifteen calendar days to inquiries by us concerning the accuracy of contact details associated with the your registration shall constitute a material breach of this Agreement and be a basis for cancellation of the SLD registration.

21. RIGHT OF REFUSAL. We, in our sole discretion, reserve the right to refuse to register or reserve your chosen domain name or register you for other Services within thirty (30) calendar days from receipt of your payment for such services. In the event we do not register or reserve your domain name or register you for other Services, or we delete your domain name or other Services within such thirty (30) calendar day period, we agree to refund your applicable fee(s). You agree that we shall not be liable to you for loss or damages that may result from our refusal to register, reserve, or delete your domain name or register you for other Services.

22. SEVERABILITY. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.

23. NON-AGENCY. Nothing contained in this Agreement or the Dispute Policy shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.

24. NON-WAIVER. Our failure to require performance by you of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

25. NOTICES. Any notice, direction or other communication given under this Agreement shall be in writing and given by sending it via e-mail or via regular mail. In the case of e-mail, valid notice shall only have been deemed to have been given when an electronic confirmation of delivery has been obtained by the sender. In the case of e-mail notification to us or to the RSP to webmaster@behemoth-ws.co.uk or, in the case of notice to you, at the e-mail address provided by you in your WHOIS record. Any e-mail communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 4:00 p.m. GMT, otherwise it will be deemed to have been delivered on the next business day. In the case of regular mail notice, valid notice shall be deemed to have been validly and effectively given 5 business days after the date of mailing and, in the case of notification to us or to the RSP shall be sent to:

Behemoth Web Solutions

50 Ratcliffe Close

Uxbridge

Middlesex

UB8 2DD

and in the case of notification to you shall be to the address specified in the "Administrative Contact" in your WHOIS record.

26. ENTIRETY.You agree that this Agreement, the rules and policies published by us and the Dispute Policy are the complete and exclusive agreement between you and us regarding our Services. This Agreement and the Dispute Policy supersede all prior agreements and understandings, whether established by custom, practice, policy or precedent.

27. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN ONTARIO AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.

28. INFANCY. You attest that you are of legal age to enter into this Agreement.

29. ACCEPTANCE OF AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF THE SERVICE AND ARE NOT RELYING ON ANY REPRESENTATION AGREEMENT., GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.