"Fixed Price.Website" is a trading name of Tayvista Ltd.
This Agreement is made between Tayvista Ltd (Provider) and you, your heirs, agents and contractors (Principal) and will commence on the date which you confirm, by email, that you have read and agreed to the terms of this Agreement and are engaging our services.This Agreement sets forth the terms and conditions of the Principal's use of the Provider's Fixed Price.Website service and represents the entire Agreement between the Principal and Provider.
By using the Provider's Fixed Price.Website service, the Principal agrees that the terms and conditions within this Agreement are understood, and agrees to be bound to such, along with any new, different or additional terms, conditions or policies that the Provider may establish from time to time.
The Principal acknowledges that the Provider's acceptance of any application for services made by the Principal and provided by the Provider will take place at the Provider's office located at Algo Business Centre, Glenearn Road, Perth, PH2 0NJ.
In the event that the Principal exceeds the scope of the Services as set forth in this Agreement, the Principal shall pay the Provider for such additional services not within the scope of the Agreement as specified. The Provider reserves the right to charge a reasonable administration fee for administrative tasks outside the scope of its regular services. These include, but are not limited to, Client service issues that cannot be resolved over email but require personal service, and disputes that require legal services. These charges will be billed to the Principal using the payment method held on file.
The Provider makes no warranty in respect to any software or hardware used or provided by the Provider in relation to this service. The Principal represents and warrants to the Provider that:
- The Principal has the power and authority to enter into and perform the Principal's obligations under this Agreement
- The Principal's content does not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising, or services that actually or potentially violate any applicable law or regulation, or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person
- The Principal owns all its website content and all proprietary or intellectual property rights therein, or has express written authorisation from the owner to copy, use and display the content on and within its website.
- The Principal will not use the Provider's 3rd party servers or your website as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities. Server hacking or other perpetration of security breaches is prohibited and the Provider reserves the right to remove sites that contain information about hacking or links to such information.
- The Principal's website will not be used as an anonymous gateway.
The Provider prohibits the use of software or scripts run on its servers that cause the server to load beyond a reasonable level, as determined by the Provider.
The Principal agrees that the Provider reserves the right to remove your website temporarily or permanently from its hosting servers if the Provider is the recipient of activities that threaten the stability of its network.
The Principal agrees not to engage in unacceptable usage of any services, which includes, without limitation, use of the services to:
- Disseminate or transmit unsolicited messages, chain letters, or unsolicited commercial email
- Disseminate or transmit any material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious.
- Disseminate or transmit files, graphics, software or other material, data or work that actually or potentially infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person.
- Create a false identity to otherwise attempt to mislead any person as to the identity, source or origin of any communication
- Export, re-export, or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United Kingdom and its agencies or authorities, or without all required approvals, licenses and/or exemptions
- Interfere, disrupt or attempt to gain unauthorised access to any computer system, server, network or account for which the Principal does not have authorisation to access or at a level exceeding the Principal's authorisation
- Disseminate or transmit any virus, trojan horse, or other malicious, harmful or disabling data, work, code, or program
- Engage in any other activity deemed by the Provider to be in conflict with the spirit or intent of this Agreement or any of the Provider's policies.
Availability of Services
Subject to the terms and conditions of this Agreement, the Provider shall attempt to provide the service for twenty four (24) hours per day, seven (7) days per week throughout the term of this Agreement. The Principal agrees that from time to time the service may be inaccessible or inoperable for any reason, including, without limitation to:
- Equipment Malfunctions
- Periodic Maintenance procedures or repairs which the Provider may undertake from time to time
- Causes beyond the control of the Provider, or which are not reasonable foreseeable by the Provider, including, without limitation to:
- Interruption or failure of telecommunication or digital transmission links
- Hostile network attacks
- Network congestion, or other failures
The Principal agrees that the Provider has no control over the availability of web hosting on a continuous or uninterrupted basis.
The Principal will be solely responsible for providing, updating, uploading and maintaining its website and any, and all, files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through its website, including, and without limitation to, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. The Principal's website content shall also include any registered domain names provided by the Principal or registered on its behalf in connection with the web hosting services.
The Principal will provide payment for products and/or services promptly via Bank transfer, Direct Debit or with a valid Credit Card with electronic authorisation to charge the account for the service including any fees and/or charges that may incur through the use of the Provider's service.
It is the Principal's responsibility to notify the Provider of any changes in its name, address, payment details etc. To continue to receive the service the Principal must have and keep satisfactory credit. If at any time the Provider determines that payment for the service may not be made when due, the Provider reserves the right to suspend the service to the Principal, and require that the Principal provide payment on account or a guarantee of payment before resuming the service. All past due accounts will incur a reactivation/reprogramming fee. Acceptance of late or partial payments (even if marked "paid in full") will not waive the Provider's right to collect all amounts owed. Any disputes in relation to charges must be received within 5 days of the billing date.
The Principal agrees to pay the Provider, within five (5) days of notification via email, a free equivalent to any insufficient funds/handling charges and charges the Provider may have incurred that were not collected by Direct Debit/Credit Card and declined by the Bank. The Principal will provide the Provider with a substitute, valid, chargeable Credit Card. If funds are not paid within five (5) days of notification, the Principal's account and services will be terminated and turned over to a Collections Agency. The Provider reserves the right to charge a 10% administration fee for every five (5) days that funds remain uncollectible.
Cancelling your Account
To cancel, or suspend, your account the Principal must contact the Provider at the following email address: firstname.lastname@example.org providing its account details and reason for cancellation.
Initial 12 month Contract
If cancellation occurs during the initial 12 month contract the Principal agrees to pay in full for the remainder of the contract, if paying by monthly Direct Debit. If the Principal has paid for the initial 12 month contract up front then no refund for any outstanding months will be given.
Post Initial 12 month Contract
If cancellation occurs after the first 12 months when the Principal has moved to a maintenance contract the Principal must provide the Provider with thirty (30) days advance notice of cancellation.
Deactivation of Services
The Provider reserves the right to terminate the service at any time, with or without notice for any conduct that the Provider, in its sole discretion, believes violates the terms and conditions of this Agreement, or is otherwise harmful to the Provider's interests or the interests of its other Clients without liability to you. Termination may be with for without cause.
The Provider specifically waives the right to sue or ability to subrogate those rights for any loses.
The Provider must pay all charges for services provided before termination of an account, regardless of whether it is the Principal or Provider that terminates the service.
Storage and Security
The Principal shall, at all times, bear full risk of loss and/or damage to its website and all it's website content. The Principal is entirely responsible for maintaining the confidentially of its password and account information. The Principal agrees that it is solely responsible for all acts, omissions, usage and charges incurred with its account or password.
The Principal agrees that it will be responsible for undertaking measures to:
- Prevent any loss or damage to its website content
- Ensure the security, confidentiality and integrity of all it's website content transmitted through or stored on the Provider's 3rd party servers
- Ensure the security and confidentiality of its password
The Provider's 3rd party servers are not to be deemed as an archive and the Provider will have no liability to the Principal or any other person for any loss, damage, or destruction of the Principal's website content.
The Provider's Rights
The Provider explicitly reserves the right and sole discretion to:
- Censor any website hosted on its 3rd party servers that it deems inappropriate
- Modify its pricing through email notification
- Terminate the Principal's service for unsolicited, illegal access to other computers or networks (hacking), distribution of viruses, trojan horses, or other similar destructive activities whether lawful or unlawful that the Provider deems to be harmful to its other Clients, operations or reputation.
- Terminate the Principal's service if the content of the Principal's website results in, or is the subject of, legal action or threatened legal action against the Provider or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. The Provider has no obligation to monitor the Principal's website or website content, but reserves the right to do so.
Limitation of Liability
In no event shall the Provider be liable to the Principal or any other person for any indirect, incidental, consequential, or punitive damages, including loss or profit or goodwill, for any matter, whether such liability is asserted on the basis of contract, tort, or otherwise, even if the Provider has been advised of the possibility of such damages. The Principal agrees that the Provider's total liability for damages shall be limited to the total fees paid by the Principal to the Provider hereunder for one (1) year period prior to any act or omission giving rise to any potential liability.
The Principal agrees to release, defend, indemnify and hold harmless the Provider and its contractors, agents, employees, offices, directors, shareholders, and affiliates from and against any action, claim, demand, dispute, liability, losses, damages or costs, including reasonable solicitor's fees and costs, resulting from or related to:
- A dispute over one or more websites that the Provider is hosting for the Principal
- The Principal's breach of this Agreement
- Any negligence, wilful or improper misconduct by the Principal
- Any allegation the the Principal's website or content infringes a third party's copyright, trademark or proprietary or intellectual property right, or misappropriates a third party's trade secrets
- Any action or conduct of the Provider undertaken pursuant to this Agreement.
The Principal shall defend and settle at its own expense all proceedings arising out of the foregoing. The Principal agrees that the Provider will have the right to participate in the defence of any such claim through counsel of it choosing. The Principal agrees to notify the Provider of any such claim promptly in writing to allow the Provider to control the proceedings. The Principal agrees to cooperate fully with the Provider during such proceedings. The Principal agrees that it will not be entitled to a refund of any fees paid to the Provider if, for any reason, the Provider takes corrective action with respect to the Principal's improper or illegal use of its services. The Principal also agrees that if the Provider is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding an account hosted by the Provider, that the Provider, in its sole discretion, may take whatever action it deems necessary regarding further modification, assignment of and/or control of the site to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.
Disclaimer of Warranties
The Provider expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties or merchantability, concerning any subject matter of this Agreement.
The Principal agrees that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the Agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.
This Agreement shall be deemed entered into in Scotland and will be governed by the laws of Scotland and construed in accordance with Scottish law and the Principal irrevocably submits to the exclusive jurisdiction of the courts of Scotland over any claim or matter arising under, or in connection with, this Agreement. All cases in relation to this Agreement will be heard in a court located within the boundaries of Perth and Kinross Council.
The Principal agrees that all notices (except for notices concerning breach of this Agreement) from the Provider to the Principal may be posted on this website. Notices concerning breach will be sent either to the email or postal address the Principal has on file with the Provider. In either case, devilry shall be deemed to have been made five (5) days after the date sent. Notices from the Principal to the Provider shall be made either by email or via first class mail to Tayvista Ltd, Algo Business Centre, Glenearn Road, Perth, PH2 0NJ. These notices shall be deemed to be delivered when received by the Provider.