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| 1. |
Start of Agreement |
| (a) |
By signing the order schedule
you have agreed to take
up the U.K. Robotic Systems services ('Services'). You may not withdraw
that agreement without consent. |
| (b) |
Our agreement starts on the date we start
providing you
with our Services, following receipt and clearance of your 30% deposit
of order value. Such deposit is none refundable except as provided in
clause 1c. |
| (c) |
U.K. Robotic Systems may decline to accept
your order
within 7 days of receiving complete details of the material you wish to
be displayed and hosted. In those circumstances you shall receive the
return of any payment made and this agreement shall be terminated. |
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| 2. |
Length of Agreement |
| (a) |
Our agreement runs initially for the
Minimum Period
stated overleaf and will continue on a month to month basis after the
Minimum Period has ended. Each period of one month both during the
Minimum Period and after it has ended is known in our agreement as a
"Monthly Period". |
| (b) |
After the end of the Minimum Period, either
party may
terminate the agreement by serving written notice upon the other. If
the notice is given 14 days or more before the end of a Monthly Period,
the agreement will terminate at the end of the following Monthly
Period. If notice is given less than 14 days before the end of the
Monthly Period, our agreement will terminate at the end of the next
following Monthly Period. |
| (c) |
We may terminate our agreement at any time
if:- |
| (i) |
you become insolvent or bankrupt; or |
| (ii) |
you fail to meet any one or more of your
obligations
under our agreement, following the service of 7 days notice to meet any
such obligation. |
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| 3. |
Charges and Payment |
| (a) |
The charges for our Services are set out
overleaf. |
| (b) |
You will be contracted to pay a 30% deposit
of order
value, when you sign the order schedule. Such invoice will be payable
immediately, and will include
your first 3 months hosting where applicable. |
| (c) |
Any cancellation of this agreement will
result in the
full set up cost becoming immediately payable together with any other
sums due. |
| (d) |
U.K. Robotic Systems will collect your
payments for
each subsequent Monthly Period on the corresponding date of invoice of
each relevant Monthly Period. |
| (e) |
If you have paid for a 12 months Minimum
Period but
have not provided us with a standing order facility, we will contact
you towards the end of the Minimum Period to agree how you will
continue to make your payments to us. |
| (f) |
We will not increase the charges during the
Minimum Period of our agreement. |
| (g) |
We may need to increase our charges from
time to time
after the end of Minimum Period. We will give at least 28 days notice
of any increase in writing. If we give you notice at least 28 days
before the end of a Monthly Period, the increase will apply from the
end of that Monthly Period. If we give you notice less than 28 days
before the end of the Monthly Period, the increase will apply from the
end of the next following Monthly Period. |
| (h) |
You may request additional Services at any
time after
our agreement has started. If we agree to provide such a Service to
you, you must pay the additional charges, including any set up charges
that applies to those Services, from the date that we start providing
them to you. We will at the next monthly payment after we have started
to provide the additional services, increase your monthly charge to
cover the extra services you have taken up. |
| (i) |
You may not reduce the level of services
being provided
by U.K. Robotic Systems within the Minimum Period. After the Minimum
Period, you may reduce the level of services giving us at least 14 days
before the end of a Monthly Period. The services that you will no
longer require will then stop at the end of a Monthly Period. We will
reduce your monthly charge from the date on which we stop providing the
Service, that you no longer require. |
| (j) |
We may adjust any sum, which is stated to
include VAT,
to reflect any changes in the rate of VAT or any change to U.K. Robotic
Systems's VAT registration circumstances. |
| (k) |
We may charge you a reasonable fee to cover
our
administration costs if any payment you are required to make is not
honoured by your bank or building society. |
| (l) |
If you are late in making any payment, we
may charge
you interest on the late payment at a rate of 2% above the base rate at
HSBC bank for the period from the date on which the payment should
have been made until the date on which the payment is actually received
by us. |
| (m) |
Failure to comply with meeting payment of
contracted
service will result in a letter requesting payment in 7 days, with
failure to do so resulting in suspension of services. There will be an
administration fee for services being re-instated based on the time our
services have to be withheld. |
| (n) |
U.K. Robotic Systems shall be entitled to
raise a charge for any work carried out by it to upgrade your site. |
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| 4. |
Your business |
| a) |
You agree |
| (i) |
that the information that you have given
us, or will
give us in future, about your business is accurate and is not in any
way misleading or offensive; |
| (ii) |
we can make that information available to
the public in whatever manner, and with whatever changes, we see fit; |
| (iii) |
your business details do not infringe any
law, regulation or rights of any other person. |
| (iv) |
You will inform us at least 7 days in
advance if you
intend to change your business details or stop providing any of the
goods or services you are offering through U.K. Robotic Systems; |
| (v) |
You will be courteous and efficient in all
your dealings with people who contact you through U.K. Robotic Systems;
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| (vi) |
You meet all safety standards, British
Standards,
codes of practice, laws and guidelines laid down by any trade or
professional association governing or regulating your business and
carry out all work for those customers who have contacted you through
U.K. Robotic Systems in a good and workmanlike manner and at a fair and
reasonable price; and |
| (vii) |
U.K. Robotic Systems will own the
intellectual
property rights in any design work it carries out in providing the
Services to you and shall not be obliged to transfer access codes to
you in respect of site access/data. In the event that you request
site/data access U.K. Robotic Systems shall be entitled to raise a
charge to you equivalent to 50% of the site set up cost. |
| (viii) |
You will pay all charges owed to us on the
due date. |
| (ix) |
You will keep the details of our
agreement, and any
other information, which you learn about U.K. Robotic Systems, it's
business, technology and customers, strictly confidential, and not
disclose such information to any third party. |
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| 5. |
Our Liabilities |
| (a) |
We will not be liable to make any payment
to you for
any delay or failure to meet our obligations under this agreement if
the delay or failure results from events beyond our reasonable control.
This includes (but is not limited to) events that are within the
control of third parties such as our computer, telecommunications,
electrical and Internet service providers. |
| (b) |
Our total liability to you for any reason
(other than
an event covered in clause 5(a) is limited to the total amount you have
to pay to U.K. Robotic Systems during the Minimum Period of our
agreement. We will not pay you any compensation for your loss of
business or profits, or any other indirect loss. By limiting our
liability in this way, we are not limiting or excluding any liability
for personal injury or death caused by negligence. You acknowledge that
U.K. Robotic Systems must limit it's liability in this way to be able
to provide its Services at competitive rates and you accept that such
restriction is reasonable. |
| (c) |
Any timescale agreed for the provision of
Services are
estimates only and and time shall not be of the essence in this
contract (save for terms as to payment). |
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| 6. |
General |
| (a) |
We will not be liable to return any artwork
or other
material that you give us for the purpose of providing any of our
Services to you. |
| (b) |
The term 'Upgrade' refers to any change of
existing
text or replacement of pictures any change to the style or layout of
the site would be considered a re-style and would become chargeable |
| (c) |
To maintain the quality of the service we
provide to
our users, we reserve the right to change the terms and conditions and
the nature of the services which we have agreed to provide to you at
any time by giving you at least 28 days notice in writing |
| (d) |
You may not transfer any of your rights or
obligations
under our agreement to anyone else unless we have first given you our
written consent. |
| (e) |
If you need to write to us for any reason
in connection
with our agreement, please send your letter to our registered Office
address, as set out overleaf. We will write to you at your invoice
address, as set out on the order schedule, unless you give us a
different address for correspondence. We reserve the right to contact
you by email to the e-mail address you give us overleaf. |
| (f) |
We may pass your details on to other people
so that
they can offer you various products and services, unless you have
indicated on the order schedule that you do not wish us to do so. |
| (g) |
We reserve the right to assign our interest
in this agreement to any third party. |
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| 7. |
Disclaimer; |
| 7.1. |
U.K. Robotic Systems cannot accept
responsibility for
the truth or otherwise of any statement made on your Website nor accept
any liability for any hurt or offence caused to any person or company
by any statement or opinion expressed on the Website nor accept
liability for any damages for defamation loss of reputation or loss of
business whether perceived or real caused by any statement made on the
Website. |
| 7.2. |
The Website and its contents may
incorporate links to
the web sites and services of third parties. Such links are provided
for web user's convenience only, and their provision does not
constitute an authorisation by U.K. Robotic Systems to access such
third party web sites, nor an endorsement of the content of such third
party websites by U.K. Robotic Systems. |
| 7.3. |
U.K. Robotic Systems cannot be held
responsible for any
infringement of copyright or other intellectual property right caused
by publishing material onto the site and insofar as any such claim is
capable of subsisting you hereby indemnify U.K. Robotic Systems against
all losses liabilities costs and expenses so arising. |
| 7.4. |
U.K. Robotic Systems cannot be held
responsible for any
losses arising howsoever by reason of any website user republishing or
distributing information from your website. |
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| 8. |
Indemnity |
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You agree to indemnify us against all
claims, losses,
expenses or claims (including our administrative costs and loss of
profits) in the event that claims arise through the publishing of
material onto your website at your request or through the publishing
onto that site of any information by any third party. |
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| 9. |
Suspension of Service |
| 9.1. |
U.K. Robotic Systems reserves the right to
amend or
withdraw one or more of its Services where we have legal administrative
or technical reasons to do so. U.K. Robotic Systems may also need to
make the Website unavailable from time to time for maintenance either
on a scheduled or unscheduled basis. |
| 9.2. |
U.K. Robotic Systems accepts no liability
for temporary
suspension of service due to circumstances beyond its control such as
(but not limited to) loss of internet service suspension or failure of
hosting services provided by any hosting company employed by U.K.
Robotic Systems at any time or loss of or failure of any
telecommunications service wherever this may occur. |
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| 10. |
Trademarks and Intellectual
property |
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The names and logos identifying the Website
and U.K.
Robotic Systems and its products and services are proprietary marks of
U.K. Robotic Systems or a group company of U.K. Robotic Systems Ltd and
nothing in these Terms and Conditions shall confer on the User any
licence to use any such mark or any other intellectual property right
of U.K. Robotic Systems. |
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| 11. |
Jurisdiction |
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These Terms and Conditions shall be
governed by and
construed in accordance with the laws of England and Wales. Any
disputes arising here from shall be exclusively subject to the
jurisdiction of the courts of England and Wales. |
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| 12. |
Content |
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U.K. Robotic Systems does not pre-screen or
supervise
the content of Websites but does reserve the right to remove items from
the site or to terminate postings, discussions or forums (contained
upon those sites) if it considers them to be offensive, unlawful,
illegal, in breach of any third party intellectual property rights,
defamatory, or improper |