Commercial terms & conditions of use

TERMS AND CONDITIONS FOR SUBSCRIPTION TO AND USE OF A WEBSITE CONSTRUCTED AND MAINTAINED WITHIN THE IK SYSTEM.

PARTIES

(1) Yourself, your firm, company, partnership or other entity ("Subscriber").
(2) Recipero Limited (formerly ik Software Limited) company number 03794898 with registered office at Lawrence House, Lower Bristol Road, Bath, BA2 9ET ('IK')

INTRODUCTION

(A) The subscriber wished to utilise the IK System for the construction and maintenance of a Subscriber Website.
(B) IK has a business whereby it creates uniform sets of updateable Templates for web sites and provides all the necessary services including without limitation support and administration services in relation to such Templates to provide a service that reduces the cost of creating, developing and maintaining Websites.

IT IS AGREED THAT:

1 DEFINITIONS AND INTERPRETATION

These terms and conditions form the Agreement between IK and the Subscriber:

"Commencement Date" means the date on which you first constructed a Website using the IK System or the first day on which you edited your Website if it had previously been created on your behalf by a third party.

"IK Network" means the collection of web sites comprising of your own and other Subscribers Websites constructed with the IK System.

"IK System" means the network, architectures, systems and software applications developed by IK in order to provide and support the IK Network in so far as such relates to the Websites provided to the Subscriber.

"Intellectual Property Rights", "IPR" means all patents, Trademarks, service marks, unregistered Trademarks, domain names, designs, copyright, database and design rights and all other intellectual and industrial property and rights of a similar or corresponding nature in any part of the world, whether registered, registrable or not and including without limitation rights in and in relation to confidential information, inventions (including improvements on or additions to inventions) and domain names and the right to apply for and all applications for any of the foregoing absolutely for the full term of such Intellectual Property Rights together with all renewals, reversions and extensions throughout the world.

"Subscriber" is you, whether a company, firm or individual who has entered into this agreement with IK to use in return for a subscription payment, a Website built using the IK System.

"Subscriber Contract" This agreement, it's terms and conditions.

"Subscriber Website" means a Website built using the IK System and hosted on the IK System pursuant to a Subscriber Contract.

"Subscription Period" unless otherwise stated is [one] year.

"Site Administrator" The person whose name and user id is notified to us on the Registration Form or other persons as notified to us from time to time by the Subscriber.

"Prohibited Material" means anything that:
(i) is defamatory, libellous, tortious, obscene, pornographic, offensive, racist, sexist, blasphemous, illegal, criminal or unduly disparaging to any individual, business, country or other entity, or otherwise offensive in character likely to lead to problems of a legal, commercial, business or political nature;
(ii) is otherwise inappropriate or harmful to minors;
(iii) knowingly contains any computer software viruses or other programs designed to destroy, interrupt or limit the functionality of computer hardware, software or telecommunications equipment; or
(iv) is deliberately inaccurate, incomplete, outdated or misleading or is likely to lead to confusion in the minds of Visitors to the origin, source or proprietorship of any element of Subscriber Content or the status, identity and/or provenance of Subscriber or the Subscriber Website.
(v) contains or may contain in the opinion of IK material likely to infringe the Intellectual Property Rights of a third party.

"Trial Period" the initial period during which the Subscriber Website is provided free of charge immediately after it is first constructed and for a period as stated online at the time of construction.

"URL" means an Internet domain name that enables Visitors to access the Subscriber Website.

"Visitors" means third party Internet users accessing the Subscriber Website via the Internet.

1.2 The headings in the Agreement are for convenience only and do not affect its construction.
1.3 Reference to a Clause is to a clause in these Terms and Conditions.
1.4 The Agreement shall be governed by and construed in accordance with English law and the parties irrevocably submit to the non-exclusive jurisdiction of the High Court of Justice in London for all purposes connected with it.

2 PROVISION OF SERVICES

2.1 IK shall provide the services and the IK Tools as set out in these Conditions.

3 DOMAIN NAMES

3.1 On the Registration Form the Subscriber is requested to specify a sub-domain of the ik.com domain that will form the URL of the Subscriber Website. IK shall endeavour to ensure that the domain name selected shall be the URL for the Subscriber Website. IK may reject any proposal for a domain name that contains Prohibited Material. If the domain name chosen is rejected by IK or if that domain name is not available the Subscriber will be asked to choose a revised sub-domain name until a sub-domain name is arrived at which is acceptable to both the Subscriber and IK. Such sub-domain name as is agreed will continue to be provided by IK for the purpose of accessing the Subscriber Website for so long as this agreement remains in force.
3.2 If the Subscriber owns a domain name or wishes to purchase a new domain name from IK the domain name may be pointed to the Subscriber Website subject to the domain name not containing Prohibited Material.

4 SITE ADMINISTRATOR

4.1 The Site Administrator represents the Subscriber in all dealings with IK pertaining to the Website.

5 PASSWORDS AND USERNAMES

5.1 On the Registration Form the Subscriber must specify a user name and password used to access the IK System for future editing of the Subscriber Website and updating of account or payment information. IK may reject any usernames or passwords that contain Prohibited Material. If the username desired is rejected by IK the Subscriber shall choose a revised name until a name is arrived at which is acceptable to both the Subscriber and IK. IK shall keep all username and password information confidential. The Subscriber must also keep any passwords and usernames confidential.
5.2 IK shall not permit and shall use to it's reasonable endeavours, prevent any access to the IK System to modify, adapt, access or alter the Subscriber Website unless by the Site Administrator or other individual known or unknown who is in possession of a valid username and password combination. IK cannot accept liability arising from any failure by the Subscriber to;
(a) keep the password and/or username confidential and/or secure or
(b) any breach of security caused by any third party hacking or otherwise gaining unauthorised access to any part of the IK System if such access could not reasonably have been prevented by IK implementing adequate security measures. IK shall otherwise be responsible for the security of the IK System.

6 FEES AND PAYMENT

6.1 No fees for the Service shall be due during the Trial Period. If prior to the end of the Trial Period the Subscriber wishes to continue to use the Service the Subscriber must pay a fee such as is made visible on the Subscriber's account details screen immediately after logging in prior to beginning an editing session on the Website.
6.2 Prior to the end of the Trial Period IK shall notify the Subscriber of the location of its secure payment site and that payment of the annual Subscription Charge is required if Service is to be continued. If following such notice IK do not receive payment of the applicable Annual Subscription Charge the Subscriber Website shall be removed from public view. In such case a copy of the Website will be maintained for a period of 14 days and if IK receive the applicable payment from the Subscriber during this period the Website will be made available once more and the Subscriber account records updated accordingly. If IK do not receive payment of the Annual Subscription Charge from the Subscriber by the end of the Trial Period or within 14 days thereafter the Website shall be deleted, this agreement shall be Terminated and IK will be absolved of all obligations. The Website and any information you have provided to us will be unrecoverable. Thereafter if the Subscriber wishes to use the Ik System a new Website must be constructed by the Subscriber and a new agreement therefore entered into.
6.3 At the end of each annual period for which the Subscriber has paid a Subscription Fee a further annual subscription charge will be due from the Subscriber if continued use of the Service is desired. IK shall notify the Subscriber of the location of its secure payment site and that payment of the annual subscription charge is required if Service is to be continued. If following such notice IK does not receive payment of monies due in respect of the Subscription Charge the Subscriber Website shall be removed from public view. In such case a copy of the Website will be maintained for a period of 14 days and if IK receive the applicable payment from the Subscriber during this period the Website will be made available once more and the Subscriber account records updated accordingly. If IK do not receive payment of the Annual Subscription Charge from the Subscriber by the end of the Trial Period or within 14 days thereafter the Website shall be deleted, this agreement shall be Terminated and IK will be absolved of all obligations. The Website and any information the Subscriber has provided to IK will be unrecoverable. Thereafter if the Subscriber wishes to use the Ik System a new Website must be constructed by the Subscriber and a new agreement therefore entered into.

7 HOSTING OF SUBSCRIBER WEBSITE

7.1 IK will ensure that the Subscriber Website is available to be accessed by all Visitors [99.5]% of the time per calendar month, excluding only scheduled periods of System maintenance where such maintenance is reasonably necessary and carried out in accordance with a reasonable scheduled maintenance program and we have notified such program to the Subscriber in advance. . Provided that IK shall not be responsible for any access failure caused by the acts or omissions of third parties, telecommunications failures or force majeure.
7.2 In each case that IK fail to keep the Subscriber Website accessible by Visitors as set out above IK shall compensate the Subscriber by crediting to the Subscriber an amount equal to one day of the prepaid Subscription Charge. IK will notify the Subscriber of each such credit. The Annual Subscription Charge due for the following subscription period will be reduced in accordance with the credits due.

8 EDITORIAL CONTROL/ RESPONSIBILITY / CONTENT

8.1 IK reserve the right to remove content from the Subscriber Website without notice and at IK's sole discretion if in IK's opinion it contains Prohibited Material. In such event IK shall immediately notify the Subscriber of any changes to the Website and the reason therefor.

9 PRIVACY AND DATA PROTECTION

9.1 IK and the Subscriber each acknowledge and shall be responsible for ensuring their own full compliance with the Data Protection Acts 1984 and 1998 and all similar laws relating to the protection of personal data in force from time to throughout the world.

10 WARRANTIES REPRESENTATIONS AND UNDERTAKINGS

10.1 Each party warrants and represents to the other that it is entitled to enter into and perform the Agreement.
10.2 The Subscriber undertakes to IK that:
(a) the Content that the Subscriber and it's agents or representatives adds to the Website shall not contain Prohibited Materiel and shall not infringe the Intellectual Property Rights of any third party.
(b) The Subscriber is authorised or entitled to publish the content placed on the Website.
10.3 IK undertake to the Subscriber that all of the Services will be performed with all reasonable care and skill such as would be expected from a service provider with the appropriate and relevant experience necessary to provide services such as the Services to the highest standards and IK shall in addition conform to all professional standards and others generally accepted within the industry to which the Services relate.
10.4 IK will at all times in the provision of the Services comply with any and all legal and regulatory requirements and all applicable guidelines and codes of practice.

11 LIABILITY

11.1 IK shall not exclude or limit its liability for:
(a) death or personal injury to the extent that it results from the negligence or wilful default of itself, its employees, agents or sub-contractors; or
(b) fraudulent misrepresentation; or
(c) any breach of any undertaking as to title, quiet possession and freedom from encumbrance implied by law.
11.2 However, subject to the provisions of clause 11.1 above and clause 11.3 below:
(a) IK's liability for loss or damage to tangible property shall be limited in total to a maximum of £1,000,000; and
(b) IK's liability for all other loss shall not be more than the charges paid by the Subscriber to IK in accordance with the terms of this Agreement.
11.3 Without affecting any responsibility IK may have under clause 11.1, IK shall not be liable for any economic, indirect or consequential loss or damages including, but not limited to, loss of profits, business, revenue or goodwill, loss of contracts and/or loss of the use of any equipment or process or loss of operational time or loss of availability.
11.4 IK shall not be liable for loss of, damage to or corruption of data so long as IK have a back up of the System and all data that was made not more than 24 hours previously and can restore all data in such form.
11.5 IK shall be liable for any acts or omissions of its employees, agents and sub-contractors and the levels of liability in this clause 11 shall apply to such liability.
11.5 The Subscriber agrees that the terms of this Agreement take into account the limitations and exclusions as set out in this clause 11 and undertakes to take measures to protect its business whether through suitable insurance or otherwise having regard to its particular circumstances and the terms of this Agreement.
11.6 This clause 11 shall not affect the provisions of clause 7.2 on the payment of service credits and any payment of service credit shall not affect any liability that IK may otherwise have under this Agreement.
11.7 The provisions of this clause 11 shall remain in effect after the termination of this Agreement whatever the reason or method of termination.

12 CONFIDENTIALITY

12.1 Each of the parties undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it may obtain or receive as a result of the discussions leading up to or the entering into of the Agreement save that which is:
(a) trivial or obvious;
(b) already in its possession other than as a result of a breach of this clause; or
(c) in the public domain other than as a result of a breach of this clause.
12.2 Each party undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 12.1 by its employees, agents and sub-contractors.
12.3 The provision of this Clause 12 shall survive termination or expiry of the Agreement.

13 INTELLECTUAL PROPERTY

13.1 IK warrants that it owns and/or controls all Intellectual Property Rights in and to the IK System and that we are entitled to use and to authorise the use of the same in accordance with the terms of the Agreement.

14 TERMINATION

14.1 The Subscriber may terminate this Agreement at any time by notifying IK that it wishes to terminate. Unless the Subscriber is terminating because IK is in breach of this Agreement any advance amount it has paid shall not be refunded.
14.2 Termination of this Agreement is implied if the Subscriber fails to pay to IK any monies due in respect of the Website provision.
14.3 Either party may terminate the Agreement without prejudice to its other remedies forthwith by notice in writing to the other if:
(a) the other party commits a breach of the Agreement and (in the case of a breach that is capable of remedy) fails to remedy that breach within [30] days of receiving notice specifying the breach and requiring it to be remedied; and/or
(b) the other party goes into liquidation, receivership, or ceases to trade or is otherwise insolvent or unable to pay its bills.

15 CONSEQUENCES OF TERMINATION

15.1 In the event of expiry or termination of the Agreement IK shall remove the Subscriber Website from public view but shall if requested continue to host the Website on the IK System for a period of 15 days on a "hidden" password-protected basis in order to enable such content as has been placed onto the Website back to the Subscriber's local systems.

16 GENERAL

16.1 The Agreement, and any alterations to the terms and conditions hereof and any terms and conditions expressly incorporated into the Agreement constitutes the entire agreement and understanding of the parties.
16.2 Neither party shall be liable for any breach of the Agreement resulting from causes beyond its reasonable control including without limitation fires, strikes (of its own or other employees), insurrection or riots, civil disorder, war, general failures of the internet (defined as a failure not within the control of the party or a direct contractor, other than the other party hereto, to the party in default) (an 'Event of Force Majeure'). If an Event of Force Majeure shall continue for more than one week then the party not in default shall be entitled to terminate the Agreement. Neither party shall have any liability to the other in respect of the termination of the Agreement as a result of an Event of Force Majeure save that in the case of any fees paid in advance a pro rata portion of such fees paid in advance shall be reimbursed to Subscriber.
16.3 If any part of the Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever such term or provision shall be considered divisible from the Agreement and shall be deemed to be deleted from the Agreement without affecting any other part of the Agreement.
16.4 Any notice required to be given by either party to the other in relation to the Agreement may be given by email and provided that sufficient evidence of receipt is obtained the date of the notice shall be the time shown by such receipt however we shall ensure that notices that we send to you shall be followed by a hard copy delivered by hand or by post. to the address first written above. Any notice you wish to send to use should be sent by email to info@ik.com

THE AGREEMENT IS EXECUTED WHEN THE SUBSCRIBER INDICATES ACCEPTANCE OF IT EITHER BY COMPLETING ON-LINE THE CONSTRUCTION OF A WEBSITE USING THE IK SYSTEM OR IN THE EVENT THAT THE WEBSITE IS CREATED FOR THE SUBSCRIBER THE AGREEMENT IS EXECUTED THE FIRST TIME THAT THE SUBSCRIBER, SITE ADMINISTRATOR OR OTHER PERSON SO AUTHORISED BY THE SUBSCRIBER LOGS IN AND BEGINS EDITING THE SUBSCRIBER WEBSITE.