Terms and Conditions

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1.          Introduction

The following terms and conditions set out the basis upon which TXD Ltd will provide the various services that are available to you as a User. 

Section 1 applies to all the Services you use

Section 2 containing specific terms and conditions relating to the Web Design and Web Hosting Service will apply in addition to Section 1 when this Service is used.

Section 3 containing specific terms and conditions relating to the Market Place and  Trading Service will apply in addition to Section 1 when this Service is used.

In making use of our services we are to provide, you are required to adhere to these terms and conditions as they apply to the relevant service (and any amendments or additions TXD Ltd may make to them, from time to time) and each time you use the same you reaffirm your acceptance of the applicable terms and conditions.


SECTION 1 – GENERAL TERMS AND CONDITIONS

2.         Definitions and Interpretations

 “Agreement” the agreement between TXD Ltd and the User incorporating these conditions.

“Charges List” a list of charges for the Service which TXD Ltd publishes from time to time

“Forum areas” bulletin board service, chat areas, news groups, forums, communities and/or other message or communications facilities.

“Content” information, data, text, graphics, sound, music, video, photographs, software and any other materials (in whatever form).

“TXD Ltd” A Limited company trading and governed by the laws of the United Kingdom

“TXD Ltd Content” the Content made available (directly or indirectly) as part of the Service.

“Internet” the global data network comprising interconnected networks and processors using the TCP/IP protocol suite.

“User” the person, firm, company or organisation who or which registers to use the Service.

“User Content” the Content made available (directly or indirectly) on the User Website.

“User Website” means the website(s) established by or on behalf of the User using the Service.

 “Service” a service providing web design, web hosting Internet access to online content, participation in a trading community enabling Users to advertise goods and services and to facilitate transactions online between buyers and sellers and, where applicable, any other services and facilities which TXD Ltd provides and the User makes use of under this Agreement.

“Software” any software provided by TXD Ltd for accessing or using the Service.

“Third Party
Information” means data, information, video, graphics, sound, music, photographs, software and any other materials (in whatever form) not owned or generated by or on behalf of the User, published or otherwise made available on the User Website.


3.         The Service

 
3.1       TXD Ltd shall provide the Service on these terms and conditions.

3.2       The Agreement shall run for a period of one year (“the initial period”) and shall continue automatically for successive periods of one year thereafter unless the User gives one month’s notice in writing to TXD Ltd such notice to expire at the end of the initial period or any subsequent anniversary of the end of the initial period.

3.3       Each User must in registering to become a User provide full details of the User’s name address and other relevant details reasonably requested by TXD Ltd. In addition, the User shall nominate a particular individual together with a deputy upon whom TXD Ltd can rely upon as acting as an authorised representative of the User.

3.4       To access the Service the User will need at his cost a telecommunications connection, a suitable PC, modem or comparable equipment and/or any other items of hardware or communications equipment that may be necessary.  It is the User’s responsibility to ensure such equipment’s technical compatibility with the Service.

3.5       TXD Ltd reserves the right:

3.5.1    to vary the nature and technical specification of the Service from time to time.

3.5.2    to vary the Service at any time by correcting any errors or deficiencies or by introducing enhanced facilities.
 
3.6       It is the User’s responsibility to keep any password or security phrase allocated as part of the Service confidential and not disclose it or them to any other person for any reason. 
 
3.7       TXD Ltd gives no warranty that the Service shall be uninterrupted or error-free or will meet the User’s requirements.


4.        Charges Conditions of Sale

4.1       The User agrees to pay all charges for the Invoiced Goods and Services provided, as agreed by Sales Order; which are subject to relevant VAT rates in force at that date

4.2       Payments for goods and services fall due as shown on invoices, unless alternative credit terms have been agreed.

4.3       If payment is not made by the due date implied then TXD Ltd reserves the right to withdraw existing services or withhold services in progress.

4.4       If payment is not made within 30 days of the due date implied then TXD Ltd reserves the right to exercise its statutory entitlement to claim interest and compensation for debt recovery under the Late Payment Legislation (2002) and to charge late payment interest at the rate of 8% over the Bank of England base rate, determined on the previous 31st December or the previous 31st July for each month or part thereof.

4.5       TXD Ltd reserves the right to vary any of the charges for its Services at any time but will give the User 30 days' notice before the new charges become effective.

4.6       TXD Ltd reserves the right to make a charge for any work done by TXD Ltd which arises out of the User's failure to perform its obligations or which is not specified by TXD Ltd as being part of the Service.


5.         Use of the Service
 

5.1       The User shall not make any unauthorised commercial use of the Service and acknowledges that the Service is provided solely for the User’s own use.

5.2       The User warrants that in relation to the User Content:

5.2.1    all necessary licences and consents have been obtained for the use and display of the User Content 

5.2.2    it will not include any material which is (or the accessing of which) would be a criminal offence or otherwise unlawful

5.2.3    it will comply with all legislation, regulations or guidelines issued by regulatory authorities, relevant licences and any other relevant codes of practice

5.3       the User will adhere to any policies or codes of practice TXD Ltd may publish from time to time in relation to the use of the Service.

5.4       The Service and, in particular, but not limited to the Forum Areas, must not be used:

5.4.1    for fraudulent or criminal purposes;

5.4.2    to publish, post, send, receive, upload, download, use or re-use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights;

5.4.3    to upload files that contain viruses, corrupted files or any other material that could damage our Service or use of them by others;

5.4.4    to cause, abuse, threat or violate another’s legal or moral rights;

5.4.5    to send unsolicited advertising or promotional material.

5.5       TXD Ltd shall be entitled at any time to suspend the Service and/or treat the User as being in breach for the purposes of Clause 7 if the User is in contravention of the foregoing.


6.         TXD Ltd Disclaimer

In entering into this Agreement the User acknowledges and accepts that:

6.1       TXD Ltd does not warrant or guarantee the accuracy or completeness of any of the TXD Ltd Content or any further information or results which may be derived from it. 

6.2       it is the User’s responsibility to evaluate the accuracy and completeness of the TXD Ltd Content.

6.3       it is not entitled to rely on any TXD Ltd Content in making any business or other decision

6.4       the User’s use of the TXD Ltd Content (for whatever purpose) is at the User’s sole risk. 

6.5       The User is solely responsible for evaluating any goods (including software) or Service offered by third parties via the Service or on the Internet. 

6.6       TXD Ltd will not be a party to or in any way responsible for any transactions between the User and third parties nor the behaviour of other Users of the Service or third parties. 

6.7       The User expressly acknowledges that TXD Ltd accepts no liability of any kind in relation to, or arising from, any representation or warranty or other statement made by the User to any third party or by the third party to a User.
 
6.8       TXD Ltd has no obligation to monitor the Community Service or the use to which it is put.


7.         Termination
 
7.1       Without prejudice to any other entitlement TXD Ltd may have, TXD Ltd shall be entitled to suspend the provision of the Service to the User or terminate this Agreement (or both) with immediate effect on giving the User notice if:

7.1.1    the User is in breach of any provision of this Agreement;

7.1.2    TXD Ltd believes the Service is being used in a manner prohibited under any policy relating to acceptable use TXD Ltd may issue from time to time;

7.1.3    any Charge(s) is unpaid or rejected;
 
7.1.4    the User becomes insolvent.
 
7.2       If TXD Ltd terminates this Agreement all charges which are due for the Service under this Agreement shall become immediately due and payable by the User.


8.         Limitation of Liability

8.1       Nothing contained in these terms and conditions shall apply to limit or exclude liability for death or personal injury resulting from its negligence and TXD Ltd accepts unlimited liability in respect of the same.

8.2       Save as stated in 8.1 and 8.3 TXD Ltd is not liable to the User, either in contract, tort (including negligence) or otherwise for
 
8.2.1    direct or indirect loss of profits, business or anticipated savings;
 
8.2.2    for any indirect, special or consequential loss or damage; or
 
8.2.3    any destruction of data.
 
8.3       TXD Ltd’ liability to the User in contract, tort (including negligence) or otherwise in relation to this Contract is limited to £500 in total
 
8.4       TXD Ltd is not liable to the User either in contract, tort (including negligence) or otherwise for the acts or omissions of other providers of telecommunications or Internet service (including domain name registration authorities) or for faults in or failures of their equipment.

8.5       To the fullest extent permissible under law, except as set out in these Conditions, all conditions, warranties, representations (other than fraudulent misrepresentations) and warranties relating to the Service, whether imposed by statute or by operation of law or otherwise, that are not expressly stated in these Conditions including, without limitation, implied conditions of satisfactory quality and fitness for a particular purpose are excluded. 

8.6       If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected.
 
8.7       The User acknowledges that TXD Ltd has no control over the information which can be accessed by using the Service and that TXD Ltd does not examine the use to which Users put the Service or the nature of the information the Users send or upload.  TXD Ltd excludes all liability of any kind for the transmission or reception of such information of whatever nature.
 
8.8       TXD Ltd excludes all liability of any kind for the Content or any other material published or otherwise made available by the User or any other person on any Website the User establishes using the Service.


9.         Intellectual Property Rights
 
9.1       All copyrights (including rights in the Software), trade marks, database rights, patents, inventions and other intellectual property rights in and relating to the Content and the Service are owned by TXD Ltd and its licensors.  Nothing in these Conditions shall transfer ownership or any aspect of ownership in these rights to the User.

9.2       The User must not and must not permit anyone else to copy, store, adapt, modify, transmit, distribute externally, perform, play or show in public, broadcast or publish any part of the Content. 

9.3       The User may make only so many copies of the Software and other elements of the TXD Ltd Content as are reasonably necessary for the purposes of using the Service although use on standby equipment is only permitted on payment of a further Charge.

9.4       In the event of any unauthorised use of the Service due to any act or omission of the User TXD Ltd may, in addition to any other remedy it may have, levy an additional charge equivalent to the Charge for the Service for the period of the unauthorised use.

A non-exclusive non-transferable licence is granted to the User to use the Software.


10.       Indemnity
 
The User shall indemnify and keep TXD Ltd indemnified against any claims or legal proceedings arising from the use of the Service under this Agreement (including, but not limited to claims in respect of defamation, breach of copyright or other intellectual property right infringement) which are brought or threatened against TXD Ltd by another person or arise from any breach by the User of this Agreement.


11.        General

11.1     These Conditions constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties.  All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

11.2     Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

11.3     No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of this Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

11.4     TXD Ltd reserves the right to assign or sub-contract any or all of its rights and obligations under these Conditions without the User’s consent to such assignment or subcontract.  The User shall not assign or dispose of this Agreement or any part thereof without the prior written consent of TXD Ltd.

11.5     TXD Ltd shall not be deemed to be in breach of these Conditions or otherwise liable for any delay in performance or any failure to perform any obligations under these Conditions (and the time for performance shall be extended accordingly) if and to the extent that the delay or failure is due to circumstances beyond TXD Ltd’ reasonable control. If any of the foregoing continues for more that 28 days TXD Ltd may serve notice on the User terminating this Agreement.

11.6     English law shall apply to this Agreement, and the parties agree to submit to the exclusive jurisdiction of the English courts.



SECTION 2 - WEB DESIGN AND WEB HOSTING

 1.            Introduction 

In addition to TXD Ltd’ General Terms and Conditions set out in Section 1 the following specific terms and conditions will govern the Agreement between TXD Ltd and the User in relation to Web Site Design and Web Hosting.

2.         Definitions and Interpretation

In addition to the Definitions appearing in the General Terms and Conditions the following shall apply :
 
“Domain Name” a name registered with an Internet registration authority for use as part of the User’s URL.

“Server” TXD Ltd’ server.
 
“URL” means a uniform resource locator, which is the full address for a web site.
 
“Web Design Service” the design of a Website for a User from time to time the specification for which shall be agreed in writing between TXD Ltd and the User
 
“Web Hosting Service” the provision of Web Space to enable the User to store its Web Site on the Server from time to time.

“Web Site”      A site at which text, graphics, data, files and information are stored electronically and access to which is made available to third parties via the Internet.
 
“Web Space” The agreed amount of space including an allocation of storage space on a web server and a bandwidth allocation to be provided by TXD Ltd on its Server to the User for the User’s Web Site.

3.         Provision of the Web Services

3.1        Web Design
 
TXD Ltd shall provide the Web Design Service and the User shall pay the relevant charge set out in the Charges List.

3.2       Web Hosting
 
3.2.1    TXD Ltd shall provide the Web Hosting Service on these terms and conditions for an initial period of one year and shall continue to provide the Web Hosting Service for successive periods of one year unless and until the User gives one month’s notice in writing to TXD Ltd such notice to expire at the end of such initial period or any subsequent anniversary of the end of such initial period.  The User shall pay the relevant charges for the Web Hosting Service as set out in the Charges List.
 
3.2.2    TXD Ltd shall use its reasonable endeavours to provide the Web Hosting Service but does not warrant that use of and access to the Server and the User’s Web Site will be uninterrupted or error-free.  The User is wholly responsible for backing up and otherwise saving the User content.

3.3       In addition to other entitlements it may have, TXD Ltd reserves the right to suspend the Web Hosting Service and/or close down the User’s Web Site if TXD Ltd considers:

3.3.1    such site is being used for any unlawful or unlicensed purpose;

3.3.2    such site contains content which is in breach of the General Terms and Conditions (in particular, but not limited to, clause 5);

3.3.3    the bandwidth and/or storage allocation has been exceeded without the consent of TXD Ltd.
 
3.4       TXD Ltd reserves the right generally to make changes to the Web Hosting Service if such changes are required in order for TXD Ltd to comply with relevant legislation, regulations and codes of practice.

4.         The User’s Undertakings

 
4.1       The User shall as and when required by TXD Ltd, provide TXD Ltd with the User Content in such form as TXD Ltd shall request to enable the Web Design Service and the Web Hosting Service to be performed.

 
4.2       In relation to the User’s Content, the User accepts full responsibility for the same and repeats the warranty contained in clause 5.2 of the General Terms and Conditions.

 5.         Domain Name

If TXD Ltd is to provide the additional service of registering a Domain Name for the User as part of its URL, the User agrees as follows:

5.1       TXD Ltd does not warrant any name chosen by the User is capable of registration and may refuse to make application and/or cease any application in relation to a name which it believes is defamatory, obscene, offensive or infringes the rights of any third party.

5.2       The User warrants that any Domain Name it puts forward is owned by it and does not infringe the rights of any third party and will indemnify TXD Ltd in respect of any loss or damage suffered by TXD Ltd arising from a breach of this warranty.

5.3       To pay to TXD Ltd the Charge for the Domain Name.

SECTION 3 – MARKET PLACE AND TRADING SERVICE

1.          Introduction

In addition to TXD Ltd’ General Terms and Conditions set out in Section 1 the following specific terms and conditions will govern the Agreement between TXD Ltd and the Advertiser.

2.         Definitions and Interpretations

 In addition to the definitions appearing in the General Terms and Conditions the following shall apply:

“Advertiser” any party ordering or seeking to place an advertisement on TXD Ltd’ Website.

“Advertisement” all forms of advertisement whether as banners, text advertising messages, hypertext links and any other material intended to be advertised.
 
“Advertising Period” the period agreed between the Advertiser and TXD Ltd as to the duration of the publication of the advertisement.
 
“Basic Terms” the terms set out in clause 6 which are expected to be incorporated into any Transaction.

“Buyer/Prospective Buyer” the user party buying or proposing to buy the goods and services being offered by the Advertiser/Seller

“Classified Advertisement” an Advertisement describing specific goods [and/or services] (including recruitment opportunities) which an Advertiser is offering for sale or supply using TXD Ltd’ Website and Service together with any applicable terms and conditions.

“TXD Ltd Policies” Policies, procedures and codes of practice published by TXD Ltd governing acceptable practice and conduct in using the services provided by TXD Ltd.

“TXD Ltd’ Website” the Website belonging to and administered by TXD Ltd.

“IPRs” intellectual property rights (including without limitation copyright and design right) in or to the copy comprised in any advertisement (including without limitation, drawings, sketches, artwork, photographs and text).
 
“Laws and Codes of Practice”

“Codes of Practice” applicable laws and legislative requirements, British Code of Advertising Practice and other codes of practice, standards, rules and regulations which from time to time are applied by advertising bodies regulating and controlling the publication of advertisements.

“Seller/Prospective Seller” the party to transactions or proposed transactions selling or proposing to sell various goods and services

“Transactions” the contract between the Seller and the Customer.                       

“Web Page” a web page on TXD Ltd’s Website.

3.         Provision of the Service

3.1       Subject to these terms and conditions TXD Ltd shall use its reasonable endeavours to make available the Advertisement on TXD Ltd’ Website but in the event of failure to do so its sole liability shall be the reimbursement of the Charge for the Service.

3.2       TXD Ltd does not warrant or guarantee that TXD Ltd’ Website will display the Advertisement without interruption or error-free.

4.         Advertiser’s Obligations

4.1       The Advertiser undertakes and warrants as follows:

4.1.1    any and all Advertisement copy shall comply with the Laws, and Codes of Practice;

4.1.2    that in relation to the content of any Advertisement which is to be placed and published on the Web Page or banner it has all necessary rights, licences and consents without any liability to make payment to third parties;

4.1.3    save in respect of IPRs belonging to third parties at the time of placement of the Advertisement IPRs shall be assigned to TXD Ltd and the Advertiser shall at TXD Ltd’ request sign and execute all such documents and perform such acts as TXD Ltd may reasonably require to vest the IPRs in TXD Ltd and to protect and enforce them;

4.1.4    the Advertisement will not include any information or material that is illegal, obscene or defamatory;

4.1.5    the accessing, holding, transmitting or supplying of the Advertisement will not constitute a criminal offence or otherwise unlawful

4.2       The Advertiser agrees with TXD Ltd that TXD Ltd may:

4.2.1    require the Advertisement copy, the Web Page or any banner advertising to be amended if it does not approve the same;

4.2.2    at any time reject or remove from the Website(s) any advertisement which in TXD Ltd’ opinion is unlawful, misleading, offensive, prejudicial, defamatory or is likely to be in breach of this Agreement;

4.2.3    at any time vary the technical specifications of its Website (or any part of it) for operational reasons.

5.         Transactions

5.1       TXD Ltd acts as a facilitator and on-line venue only for the purposes of allowing the Buyer to purchase goods or services from the Seller and is therefore not a party to any contract, collateral or quasi-contract that may be entered into in relation to the sale of the goods.  Consequently:

5.1.1    TXD Ltd does not inspect evaluate or in any other manner have any involvement with the goods or products advertised for sale and the Buyer accepts that TXD Ltd has no responsibility for the truth or accuracy of the Advertisements or the quality or safety of the goods or services or the ability of the Seller to honour its commitments and the Buyer should exercise the appropriate degree of caution and satisfy itself in relation to the same;

5.1.2    TXD Ltd has no liability whatsoever nor gives any warranty whatsoever, whether express or implied by statute or otherwise, as to the goods their quality or nature or as to the performance by either the Seller or the Buyer of its respective obligations that may form part of be concluded by any Transaction;

5.1.3    Each party releases TXD Ltd from any liability whatsoever as to any and all aspects of a Transaction and indemnifies TXD Ltd against any claims costs liabilities proceedings or claims that may be brought against TXD Ltd by either party to the Transaction or by any third party claiming in respect of the same;
 
5.2       The terms and conditions governing any Transaction shall be those as agreed between the Seller and the Purchaser and it shall be the entire and exclusive responsibility of the Seller and the Buyer to agree such terms and conditions save that TXD Ltd expects the Seller and the Buyer to incorporate into such its conditions the Basic Terms.

5.3       TXD Ltd reserves the right:

5.3.1    to suspend or terminate any Seller’s or Buyer’s participation in the Service in the event TXD Ltd considers the Seller or the Buyer is acting in breach of this Agreement and/or misusing the Service;

5.3.2    to suspend or close down any part or all of the Service where legally required to do so or where for technical reasons TXD Ltd is advised so to do.

6.         Basic Terms of Sale

6.1       The Seller undertakes that in relation to the goods [and/or services] it offers for sale:

6.1.1    it has full and unencumbered title to the same, which will be passed over to the Buyer:
 
6.1.2    the goods will be of satisfactory quality, will fit their description and/or specification provided and be fit for the purpose for which they are being purchased:

6.1.3    all reasonable endeavours will be used to ensure that estimated delivery dates are met:

6.1.4    all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the goods shall be complied with:

6.1.5    prices will be charged in the currency quoted by the Seller and shall be quoted exclusive of VAT or other applicable sales tax.

6.2       The Buyer undertakes that in relation to the goods it buys:

6.2.1    it will accept delivery of the same as and when required and make appropriate arrangements for such acceptance;

6.2.2    it will pay for the goods in accordance with the terms of payment agreed between the Seller and the Buyer and in the currency quoted by the Seller;

6.2.3    the Buyer will inspect the goods as soon as reasonably practicable after delivery and in the event of any defects in the goods or shortages in delivery the Buyer will notify the Seller promptly.

6.3       The Seller and the Buyer confirms that the Transaction is deemed to have occurred in England and that the laws of England shall govern any Transaction.