TERMS AND CONDITIONS

These standard terms and conditions apply to the supply of all products and services by National Business Register unless National Business Register agrees otherwise in writing.

IT IS HEREBY AGREED THAT:

SECTION 1 – GENERAL scope

1.             DEFINITIONS

1.1          In this Agreement, the following expressions shall have the following meanings:‑

"Confidential Information"

information which is identified as confidential or proprietary by either party or the nature of which is clearly confidential or proprietary.

"Fees"

the fees (including any VAT) due for the provision of the Services as calculated in accordance with the Price List.

"Inappropriate Material"

material that under the laws of any jurisdiction where the material can be accessed is any of the following:- unlawful, threatening, abusive, harmful, malicious, obscene, pornographic, profane, libellous, defamatory, infringes any Intellectual Property Rights, constitutes or encourages a criminal offence or contains a virus, worm, trojan horse or other harmful code. trojan horse or other harmful code.

"Intellectual Property Rights"

copyrights, patents, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.

"Material"

text, graphics, images, sound, video or any combination thereof.

"Netiquette"

generally accepted standards of conduct relating to use of the Internet including, without limitation, not sending unsolicited mass e-mail, not impersonating another person, and not misrepresenting oneself to have authorisation from another person when one does not.

"National Business
Register LLP" (or "NBR")

"Order Form"

A company whose registered address is Somerset House, 6070 Birmingham Business Park, Birmingham B37 7BF

an order form provided by NBR as available on NBR’s Website or from NBR by post or fax on request, and completed by Customer to indicate which Services it requires and its agreement to these terms and conditions governing such provision

"Price List"

a list of NBR’s prices for each of the Services as available on NBR’s Website or from NBR by post or fax on request.

"Relevant Legislation"

laws relating to data protection and any laws governing Inappropriate Material.

"Server"

the computer server equipment operated by NBR in connection with the provision of the Services.

"Services"

the services identified on an Order Form to be provided by NBR to Customer pursuant to these terms and conditions and any others specified by NBR on such Order Form.

"Subscription Services"

Any services provided by NBR where the Customer pays monthly or quarterly.

"NBR's Website"

the Website located at www.start.biz or such other address as may be adopted by NBR from time to time.

"Website"

a website on the World Wide Web.

2.             PAYMENT AND SERVICES

2.1          In consideration for the payment of the Fees calculated correctly in accordance with the Price List on NBR’s Website at the time of the completion of an Order Form by Customer, NBR agrees to provide the Services.

2.2          Customer agrees to make payment for the Services

2.2.1       by debit or credit card payment at the time of making the order if Customer completes an Order Form on-line; or

2.2.2       by cash, cheque or postal order if Customer completes an Order Form submitted by post or fax.

2.2.3       by payment of invoice within 30 days of the invoice date if Customer holds a credit account previously agreed with NBR. NBR accepts orders and instructions on invoice terms only on the basis that those instructing NBR do so as principals and are liable directly to NBR for payment of NBR's account.

2.2.4       by direct debit if Customer selects one of NBR’s Subscription Services.

2.3          If Customer fails to pay any invoice which is due and payable under this Agreement, NBR shall be entitled to charge interest at the rate then in force pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 on a daily basis from the date payment was due until the date payment is made, whether before or after judgement. NBR reserves the right to charge for its costs and expenses in recovering late payments.

2.4          Any instruction from Customer for NBR to undertake any of the Services on its behalf, will render Customer liable for any costs incurred by NBR in providing that Service whether or not it proceeds to its conclusion.

2.5          Non delivery or non performance of services by any third party other than NBR's sub-contractors shall not give Customer any right to delay any payment to NBR or to make any claim whatsoever against NBR.

2.6          Where the order by Customer includes the delivery of a product as part of the Service, either email, first class post or courier service will be used as applicable to the Service. Where Customer requests an alternative method of delivery, Customer must meet those delivery costs.

2.7          Where courier service is used, the signing of the courier’s proof of delivery card shall indicate that Customer has accepted the products.

2.8          NBR may use a professional agent or other third party contractor to perform all or any part of the Services. NBR will pay the charges of any such third party contractor used and recharge these to Customer together with NBR's own fees. NBR will take reasonable care and skill in selecting any third party contractor. NBR shall not be held liable for any errors or omissions in services provided by any third party contractor.

2.9          Privacy Policy regarding use of customer data;

    i.          Barclays Business Bank Account Referral Service.

      1.          Where you request a bank account through The Business Bank Account Referral Service you confirm that you agree to your details being submitted on your behalf to Barclays Bank plc and to being contacted directly by Barclays Bank plc for the purposes of fulfilling the bank account request.

      2.          Where you request a bank account through The Business Bank Account Referral Service on behalf of a third party for whom you are making a company formation application, you confirm that the third party has agreed to their details being submitted on their behalf to Barclays Bank plc and to being contacted directly by Barclays Bank plc for the purposes of fulfilling the bank account request.

3.             INDEMNITY

3.1          Customer hereby agrees fully to indemnify, keep indemnified and hold harmless NBR, its officers, employees, agents, sub-contractors and affiliated companies from and against any and all costs, claims, losses, damages and expenses (including, but not limited to, legal fees) sustained or incurred by NBR or its any of its officers, employees, agents, sub-contractors or affiliated companies directly or indirectly and in any jurisdiction as a result of:-

3.1.1       any breach of any of the warranties given by Customer in this Agreement;

3.1.2       otherwise howsoever arising out of the provision by NBR of any Service hereunder unless on account of breach of contract or negligence by NBR; and/or

3.1.3       any breach by Customer of any of its obligations in this Agreement.

4.             CUSTOMER AUTHORISATION AND OBLIGATIONS

4.1          Customer hereby appoints NBR to act on its behalf in conjunction with the provision of the Services.

4.2          Customer acknowledges and accepts that to enable NBR properly to provide the Services it must co-operate with NBR as required by NBR and, in particular:-

4.2.1       Customer must provide NBR with proper, necessary and timely instructions and promptly notify NBR in writing of any alterations thereto from time to time;

4.2.2       obtain the necessary consent of individuals whose personal data are to be held on a register or are otherwise provided to NBR.

5.             NBR WARRANTIES AND LIABILITY     

5.1          NBR makes no warranties or representations that any Service will be uninterrupted or error-free.  Customer accepts all Services provided hereunder "as is" without warranty of any kind.

5.2          All implied conditions, warranties and terms (whether express or implied by statute, common law, custom or otherwise) including, but not limited to, those relating to the exercise of reasonable care and skill, fitness for purpose and satisfactory quality (where applicable) are hereby excluded in relation to each of the Services to be provided hereunder to the fullest extent permitted by law.

5.3          NBR shall not be liable for any loss or damage of whatsoever nature suffered by Customer arising out of or in connection with any breach of this Agreement by Customer or any act, misrepresentation, error or omission made by or on behalf of Customer.

5.4          NBR will not be liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by Customer or for any wasted management time, failure to make anticipated savings or liability of Customer to any third party arising in any way in connection with this Agreement or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss.

5.5          NBR shall not be liable for any interruptions to the Service or outages arising directly or indirectly from:-

5.5.1       interruptions to the flow of data to or from the internet;

5.5.2       changes, updates or repairs to the network or software which it uses as a platform to provide the Service subject to NBR striving to minimise the interruptions/outages that may be caused by such change;

5.5.3       the effects of the failure or interruption of Service provided by third parties;

5.5.4       factors outside of NBR's reasonable control;

5.5.5       any actions or omissions of the Client (including, without limitation, breach of the Client's obligations set out in the agreement) or any third parties;

5.5.6       Problems with the Client's equipment and/or third party equipment;

5.5.7       interruptions to the Service requested by the Client.

5.6          Subject to Clause 5.7 below, no matter how many claims are made and whatever the basis of such claims, NBR’s maximum aggregate liability to Customer under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses 5.1-5.6 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to twice the Fees paid by Customer pursuant hereto.

5.7          5.7 None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from the negligence of NBR, its employees or its sub-contractors.

6.             TERMINATION AND CANCELLATION

6.1          NBR may terminate this Agreement by notice in writing to Customer having immediate effect if:

6.1.1       Customer is in breach of any of its obligations under this Agreement;

6.1.2       Customer is a company and a resolution is passed for its winding up or a petition for its liquidation is presented; or

6.1.3       Customer is an individual and a petition for bankruptcy is presented against it; or

6.1.4       A receiver or liquidator (where Customer is a company) or (where Customer is an individual) a trustee in bankruptcy is appointed over it or any of its assets; or

6.1.5       Customer proposes or enters into any arrangement or composition with or for its creditors (including any voluntary arrangement).

6.2          In the event that any of the circumstances identified in Clause 6.1 arises, NBR shall have the option to terminate this Agreement as regards all Services provided or to be provided or only as regards that Service or those Services in respect of which the breach is considered by NBR to have been committed; and

6.3          In the event that any of the circumstances identified in Clause 6.1 arises, NBR shall be entitled to retain any sums paid to it by Customer hereunder and recover any sums due to it pursuant hereto whether invoiced or not at the date of termination

6.4          For the avoidance of doubt but without prejudice to Clause 12.2, there shall be no right to cancel the Services under the Consumer Protection (Distance Selling) Regulations 2000 or otherwise in respect of the provision of the Services. This is because:-

6.4.1       once a registration has been made, it cannot generally be reversed; and

6.4.2       because certain Services provided to the Customer are personalised e.g. registration of a particular domain name or trade mark and any third party fees that NBR incurs in respect thereof will not be refundable.

6.5          Customer may cancel a Subscription Service by the giving of one months notice in writing to NBR, the notice period beginning on the date the notice is received by NBR.

6.6          In the event that a Customer cancels a Subscription Service, the Customer acknowledges that:

6.6.1          NBR will no longer provide webhosting or support facilities on the expiration of the notice period.

6.6.2          NBR will have no further obligations to customer in respect of their domain name and will not have any obligation to renew the domain name.

6.6.3          Customer will remain solely responsible for transferring their domain name to a different Registrar.

6.6.4          All services included within the Subscription Service will terminate and NBR will have no further obligations to the Customer.

7.             CONFIDENTIALITY

7.1          Each of the parties agrees (subject to Clauses 7.2 and 7.3) not to:

7.1.1       disclose any Confidential Information received from the other party; or

7.1.2       make any use of any such Confidential Information other than for the purposes of performance of this Agreement.

7.2          Each party may disclose Confidential Information received from the other to its responsible employees, consultants, sub‑contractors or suppliers who need to receive the information in the course of performance of this Agreement.

7.3          The confidentiality obligations under Clause 7.1 shall not apply to any information which:

7.3.1       is or subsequently becomes available to the general public other than through a breach by the receiving party; or

7.3.2       is already known to the receiving party before disclosure by the disclosing party;

7.3.3       is developed through the independent efforts of the receiving party; or

7.3.4       the receiving party rightfully receives from a third party without restriction as to use.

8.             GENERAL     

8.1          Subject to Clause 8.2, this written Agreement together with the Schedules hereto and any other expressly incorporated document constitute the entire agreement between the parties hereto relating to the subject matter hereof and neither party has relied on any representation made by the other party unless such representation is expressly included herein. Nothing in this Clause 8.1 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.

8.2          No change, alteration or modification to this Agreement shall be valid unless in writing and signed on behalf of both parties hereto.

8.3          If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect.

8.4          The rights and obligations of Customer under this Agreement are personal to Customer and Customer undertakes that it shall not, without the prior written consent of NBR, assign, lease, charge, sub-license, or otherwise transfer such rights and obligations in whole or in part.

8.5          NBR reserves the right to sub-contract any of the work required to fulfil its obligations hereunder.

8.6          Any notice given pursuant hereto may be served personally or sent by pre-paid registered letter or recorded delivery to the addresses given hereabove.  Such notice shall be deemed to have been duly served upon and received by the addressee, when served personally, at the time of such service or, when posted, 48 hours after the same shall have been put into the post correctly addressed and pre-paid.

8.7          Neither party shall be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra-national authority.

8.8          Any delay or forbearance by either party in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

8.9          Clause headings have been included in this Agreement for convenience only and shall not be considered part of, or be used in interpreting, this Agreement.

8.10        This Agreement shall be governed by the laws of England and the parties submit to the to the exclusive jurisdiction of the Courts of England and Wales.

SECTION 2 – ALL SERVICES

9.              Together with the terms of Section 1 above, the terms set out in this Section 2 identify the extent of the registration services provided by NBR and the Client's obligations in relation thereto.

10.            Customer recognises and accepts that:-

10.1          NBR reserves the right to reject any request for registration services by a Customer or to discontinue processing such a request if NBR considers such application might expose NBR to legal or other proceedings.

10.2          Subject to Clause 12, the extent of NBR's service in relation to the registration services is:-

a.               to forward Customer's application to the appropriate Registry;

b.               to provide administrative support in securing the registration;

c.                to notify Customer of the outcome of the application;

d.               in the event of registration, to notify Customer of the renewal date for such registration.

10.3          For the avoidance of doubt and in addition to the provisions of Clause 5 above, in no circumstances will NBR be liable to Customer for any loss of profit, business or anticipated savings suffered by Customer on account of a failure to obtain the registration applicable to the service requested by Customer; or for any loss of registration due to non payment of any applicable renewal fees.

10.4          NBR makes no warranty or representation of any kind in relation to the likelihood or otherwise of a particular registration service application being successful because registries retain the right at their discretion to register or refuse to register services applied for by NBR on behalf of Customer;

10.5          It is Customer's responsibility to pay any and all renewal charges to the relevant registry in respect of registration services provided by NBR and registrations procured by NBR on Customer's behalf;

10.6          Domain names and limited company names are registered on a first come, first served basis and, without prejudice to the other provisions of this Agreement, NBR cannot guarantee to be successful in obtaining any such registration or for any legal actions by third parties who think that they are entitled to such names despite the registration of such name by NBR on Customer's behalf;

10.7          The registration of a domain name or limited company name does not confer any legal rights to a name or its use and any disputes between Customer and a third party are to be settled using normal legal methods.  NBR will not be drawn into any such argument or dispute in any circumstances;

10.8          An application for the registration services cannot be treated as having been successful until Customer is issued with a 'Registration Certificate' from the relevant registry.  Customer is advised not to take any action in respect of a requested name until such a certificate has been issued to Customer.

11.            Customer warrants to NBR that:-

11.1          all information provided by Customer to NBR is true and correct, and that any additions or alterations thereto in the future will also be true and correct;

11.2          it has the legal right to apply for the registration services requested.

12.1          Customer acknowledges that the application process, registration and subsequent use of any registration will be subject to the rules and policies from time to time of the relevant registry and Customer agrees to abide by all such rules and policies.   Accordingly, Customer undertakes to read those rules and policies before applying for a registration service. 

12.2          If Customer's application for a particular registration service is rejected, NBR will offer alternative registration choices as applicable. If no alternative choices are available or acceptable to Customer, NBR will provide 100% credit against any other service that it can supply as ordered by Customer. At all times NBR reserve the right not to grant a credit if Customer has breached any of the provisions in Clause 11.

SECTION 3 – DOMAIN NAME AND TRADE MARK REGISTRATIONS

13.            Together with the terms of Section 1 and 2 above, the terms set out in this Section 3 apply specifically to the domain name and trademark registration services provided by NBR and the Client's obligations in relation thereto.

13.1          Subject to using its reasonable endeavours to contact Customer prior to the registration renewal date(s) at either the postal address or e-mail address most recently provided by Customer pursuant to Clause 4.2.1, NBR will have no involvement in, or responsibility for Customer's use or retention of a domain name or trade mark once registered;

13.2          Customer's use of the domain name or trade mark once registered may be challenged by a third party; if so, or if any other dispute arises the applicable laws as well as the procedures laid down by the relevant registry will apply and these may include the suspension or revocation of a Customer's domain name or trade mark and NBR will have no responsibility or involvement in relation thereto;

13.3          Customer warrants to NBR that it will not use the domain name(s) or trademarks or associated website in any way which might infringe the Intellectual Property Rights or any other rights of a third party.

SECTION 4 – WEB HOSTING AND DESIGN SERVICES

14.            Together with the terms of Sections 1 and 2 above, the terms set out in this Section 4 identify the extent of the Website hosting services provided by NBR and the Client's obligations in relation thereto.

14.1          Customer will provide all Material which Customer wishes NBR to post on a Website in a condition which requires no additional manipulation on the part of NBR. NBR shall be under no obligation to validate such Material for content, correctness, legality or usability. content, correctness, legality or usability.

15.            Customer acknowledges and accepts that it bears sole responsibility, legal and otherwise, for the content of all Material appearing on its Website. For the avoidance of doubt, this clause shall apply to all Material, whether posted on Customer’s Website by or on behalf of Customer (whether by NBR or a third party).

16.            Customer warrants, represents and undertakes in relation to all Material (including any Material which it requests NBR to post on its Website) that:

(i)              it is not Inappropriate Material;

(ii)             Customer either has sole ownership of all Intellectual Property Rights in such Material in each jurisdiction from which the Website may be accessed and/or has obtained full and effective licence(s) from all relevant third parties allowing Customer or a third party acting on behalf of Customer to use the Material and to permit its dissemination worldwide;

17.            Customer undertakes not to link to any Inappropriate Material from its Website.

18.            NBR shall retain the right at all times to refuse to post any Material and to suspend availability of the Website, place a prominent notice on the Website where an allegation of defamation or Intellectual Property Right infringement is made by a third party or place a link on the Website to another Website containing the alleger's version of events and/or to remove any Material already appearing on the Website which in the opinion of NBR may under the laws of any jurisdiction from which it is possible to access the relevant Website :

(i)              constitutes or would if posted constitute Inappropriate Material;

(ii)             breaches or would if posted breach Relevant Legislation or any other applicable regulations, standards or codes of practice (notwithstanding that compliance may not be compulsory); and/or

(iii)            harms or would if posted harm the reputation of NBR in any way.

(i)              it is not Inappropriate Material;

(ii)             Customer either has sole ownership of all Intellectual Property Rights in such Material in each jurisdiction from which the Website may be accessed and/or has obtained full and effective licence(s) from all relevant third parties allowing Customer or a third party acting on behalf of Customer to use the Material and to permit its dissemination worldwide;

19.            NBR’s rights to suspend availability of Customer’s Website and/or remove content under Clause 18 above shall be without prejudice to Customer’s sole responsibility for content of the Website under Clause 16 and to the warranties given by Customer relating to that content in Clause 17.

20.            Posting of Material by NBR on the Website shall not under any circumstances constitute a waiver of any of its rights in relation to such Material or of its rights in relation to any breach of Customer’s obligations under this Agreement.

21.            Customer undertakes fully to virus-check all data supplied to NBR pursuant to this Agreement.

22.            Customer undertakes not to embark on any course of action, whether by use of its Website or any other means, which may cause a disproportionate level of Website activity without providing at least seven day’s prior notice in writing to NBR.

23.            Customer undertakes to keep secure from third parties any passwords issued to Customer by NBR in connection herewith.

SECTION 5 – E-MAIL SERVICES (including e-mail forwarding)

24.            Together with the terms of Sections 1 and 2 above, the terms set out in this Section 5 identify the extent of the e-mail services provided by NBR and the Client's obligations in relation thereto.

25.            Customer undertakes that it will not (and will ensure that others under its control will not) via e-mail:

(i)              transmit Inappropriate Material;

(ii)             infringe the Intellectual Property Rights of any third party;

(iii)            contravene Netiquette;

(iv)            make use of the Server to an extent or in a manner which in NBR's reasonable opinion is excessive, wasteful or otherwise to the detriment of NBR, any of NBR's customers or any other third party, including but not limited to:-

(a)             the transmission of bulk e-mail ('spamming'); or

(b)             'flaming'.

26.            When sending e-mail, Customer acknowledges that it is responsible for complying with any Relevant Legislation.

27.            Customer acknowledges that NBR is not responsible for the security of the contents of e-mail sent or received by Customer.

28.            NBR will use its reasonable endeavours to ensure that messages are routed accurately and promptly but does not accept any liability for non-receipt, non-delivery or misrouting of e-mail or any other failure of the e-mail system.

29.            NBR's policy is to respect the privacy of e-mail messages sent, received forwarded or otherwise dealt with by it and Customer acknowledges that NBR will therefore not monitor, edit or disclose the contents of such messages unless required to do so by law or competent authority or to protect NBR's rights and/or position.