Terms and Conditions
You indicate acceptance of these terms and conditions of service by placing an order with Upper Level Designs. These terms and
conditions will not be varied for individual customers.
1 DEFINITIONS
1.1 In this Agreement the following words and expressions shall have the following meanings:
1.1.1 "downtime" means any service interruption in the availability to visitors of the Website;
1.1.2 "intellectual property rights" means patents, trade marks, design rights, applications for any of the foregoing, copyright,
topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether
registrable or not in any country;
1.1.3 "Upper Level Designs" means Upper Level Designs
1.1.4 "IP address" stands for internet protocol address which is the numeric address for the server;
1.1.5 "ISP" stands for internet service provider;
1.1.6 "server" means the computer server equipment operated by Upper Level Designs in connection with the provision of the
Services;
1.1.7 "the Services" means web hosting, domain name registration, email and any other services or facilities provided by Upper
Level Designs.
1.1.8 "spam" means sending unsolicited and/or bulk emails;
1.1.9 "virus" means a computer programme that copies itself or is copied to other storage media, including without limitation
magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data,
causes damage to the user's files or creates a nuisance or annoyance to the user and includes without limitation computer programs
commonly referred to as "worms" or "trojan horses";
1.1.10 "visitor" means a third party who has accessed the Website;
1.2 Product specifications and details may be found at www.upperlevel.co.uk.
1.3 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.
1.4 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.
2 INTRODUCTION
2.1 The Customer wishes to provide Upper Level Designs with data that will be hosted on Upper Level Designs's servers and
made accessible via the Internet.
2.2 Upper Level Designs provides web hosting services and has agreed to host the Customer's data upon the following terms and
conditions.
3 DUTIES
3.1 Upper Level Designs shall provide to the Customer the Services specified in their order subject to the following terms and
conditions.
3.2 The Customer shall deliver to Upper Level Designs the website and the software used in the website which is owned by the
Customer, or licensed to him by a third party or Upper Level Designs, in a format specified by Upper Level Designs.
4 CHARGES ,PAYMENT AND MONEY-BACK GUARANTEE
4.1 Payment methods include cash, cheques made payable to “Upper Level Designs”, credit cards & debit cards via PayPal which
is subject to a 4% surcharge.
4.2 Upper Level Designs do not accept any other form of payment other than those outlined in 4.1
4.3 The Charges are exclusive of VAT, which if payable shall be paid by the Customer.
4.4 Upper Level Designs shall be entitled to charge interest in respect of late payment of any sum due under this Agreement,
which shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum
above the base rate of the Bank of England from time to time in force.
4.5 Upper Level Designs do not provide credit facilities.
4.6 From time to time Upper Level Designs may make enquiries on the Customers company, proprietor or directors of the
Customers company with credit reference agencies. These agencies may record that a search has been made and share this
information with other businesses.
4.7 Upper Level Designs do not provide "Money-Back Policy" on products.
4.8 Pro-rata refunds will not be issued for yearly services that are cancelled before then end of the year.
4.9 Should your chosen payment method fail Upper Level Designs will attempt to settle your invoice using any other payment facilities
available on your account.
4.10 All services will renew until cancelled by the customer. Upper Level Designs emails the customers primary email address prior to
renewal of services, it is the customers responsibility to cancel services prior to renewal as no refund can be made once renewal has
occurred. Customers must notify us at least 72 hours before a service is renewed if they wish to cancel that service. The cancellation
process must be fully completed by you before your account is cancelled.
5 IP ADDRESSES
5.1 Upper Level Designs shall maintain control and ownership of the IP address that is assigned to the Customer as part of the
Services and reserves the right in its sole discretion to change or remove any and all IP addresses.
5.2 Where Upper Level Designs changes or removes any IP address it shall use its reasonable endeavours to avoid any
disruption to the Customer.
6 SOFTWARE LICENCE AND RIGHTS
6.1 If the Customer requires use of software owned by or licensed to Upper Level Designs ("Upper Level Designs's software") in
order to use the Services, Upper Level Designs grants to the Customer and its employees, agents and third party consultants and
contractors, a royalty-free, world-wide, non-transferable, non-exclusive licence to use Upper Level Designs Software in object code
form only, in accordance with the terms of this Agreement. For the avoidance of doubt, this Agreement does not transfer or grant to the
Customer any right, title, interest or intellectual property rights in Upper Level Designs Software.
6.2 In relation to Upper Level Designs's obligations under this Agreement in connection with the provision of the Services, the
Customer grants to Upper Level Designs a royalty-free, world-wide, non-exclusive licence to use the Customer Software and all text,
graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured,
displayed or used in or in relation to the website ("the Content"). For the avoidance of doubt, this Agreement does not transfer or grant
to Upper Level Designs any right, title, interest or intellectual property rights in the Customer Software or the Content.
6.3 The Customer undertakes that he will not himself or through any third party, sell, lease, license or sublicense Upper Level
Designs Software.
6.4 Upper Level Designs may make such copies of the Customer Content as may be necessary to perform its obligations under
this Agreement, including back up copies of the Content. Upon termination or expiration of this Agreement, Upper Level Designs shall
destroy all such copies of the Content and other materials provided by the Customer as and when requested by the Customer.
7 SERVICE LEVELS AND DATA BACKUP
7.1 Upper Level Designs shall use its reasonable endeavours to make the server and the Services available to the Customer 100% of
the time but because the Services are provided by means of computer and telecommunications systems, Upper Level Designs makes
no warranties or representations that the Service will be uninterrupted or error-free and Upper Level Designs shall not, in any event, be
liable for interruptions of Service or downtime of the server.
7.2 Upper Level Designs carries out data backups for use by Upper Level Designs in the event of systems failure. Upper Level
Designs do not provide data restoration facilities for individual customers. Even though every effort is made to ensure data is backed up
correctly Upper Level Designs accepts no responsibility for data loss or corruption.
8 ACCEPTABLE USE POLICY
8.1 The website and use of the Services may be used for lawful purposes only and the Customer may not submit, publish or
display any content that breaches any law, statute or regulation. In particular the Customer agrees not to:
8.1.1 use the Services or the website in any way to send unsolicited commercial email or "spam", or any similar abuse of the
Services;
8.1.2 send email or any type of electronic message with the intention or result of affecting the performance of any computer
facilities;
8.1.3 publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any
material or information which infringes any intellectual property rights (for the avoidance of doubt this includes licensed software
distributed as Warez), via the Services or on the Website;
8.1.4 threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
8.1.5 engage in illegal or unlawful activities through the Services or via the Website;
8.1.6 make available or upload files to the website or to the Services that the Customer knows contain a virus, worm, trojan or
corrupt data; or
8.1.7 obtain or attempt to obtain access, through whatever means, to areas of Upper Level Designs's network or the Services which
are identified as restricted or confidential. This includes leaving your home directory whilst using SSH access to servers.
8.1.8 operate or attempt to operate IRC bots or other permanent server processes.
8.2 The Customer has full responsibility for the content of the Website. For the avoidance of doubt, Upper Level Designs is not
obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services.
8.3 If the Customer fails to comply with the Acceptable Use Policy outlined in Clause 8.1 Upper Level Designs shall be entitled to
withdraw the Services and terminate the Customer's account without notice.
9 ALTERATIONS AND UPDATES
All alterations and updates to the website shall be made by the Customer using the online account management facility, FTP
access or SSH access where available. The Customer will be issued with a user name and password in order to access the account.
The Customer must take all reasonable steps to maintain the confidentiality of this user name and password. If the Customer
reasonably believes that this information has become known to any unauthorised person, the Customer agrees to immediately inform
Upper Level Designs and the password will be changed.
10 WARRANTIES
10.1 The Customer warrants and represents to Upper Level Designs that Upper Level Designs's use of the Content or the
Customer Software in accordance with this Agreement will not infringe the intellectual property rights of any third party and that the
Customer has the authority to license the Content and the Customer Software to Upper Level Designs as set out in Clause 6.2.
10.2 All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing
or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality
and fitness for a particular purpose are hereby excluded. In particular and without prejudice to that generality, Upper Level Designs
shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer.
11 INDEMNITY
The Customer agrees to indemnify and hold Upper Level Designs and its employees and agents harmless from and against all
liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Upper Level
Designs arising out of any breach by the Customer of the terms of this Agreement or other liabilities arising out of or relating to the
Website.
12 LIMITATION OF LIABILITY
12.1 Nothing in these terms and conditions shall exclude or limit Upper Level Designs's liability for death or personal injury resulting
from Upper Level Designs's negligence or that of its employees, agents or sub-contractors.
12.2 The entire liability of Upper Level Designs to the Customer in respect of any claim whatsoever or breach of this Agreement,
whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which
the breach has arisen.
12.3 In no event shall Upper Level Designs be liable to the Customer for any loss of business, loss of opportunity or loss of profits
or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably
foreseeable or Upper Level Designs had been made aware of the possibility of the Customer incurring such a loss.
13 TERM AND TERMINATION
13.1 This Agreement will become effective on the date the service is ordered and shall continue until terminated by either party in
writing of its intention to terminate the Agreement.
13.2 Upper Level Designs shall have the right to terminate this Agreement with immediate effect by notice in writing to the
Customer if the Customer fails to make any payment when it becomes due.
13.3 Either party may terminate this Agreement forthwith by notice in writing to the other if:
13.3.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied,
fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
13.3.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or
13.3.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or
reconstruction), or a court of competent jurisdiction makes an order to that effect; or
13.3.4 the other party ceases to carry on its business or substantially the whole of its business; or
13.3.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition
with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
13.4 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising
in any way out of this Agreement as at the date of termination.
13.5 On termination all data held in the customers account will be deleted.
14 ASSIGNMENT
14.1 Upper Level Designs may assign or otherwise transfer this Agreement at any time.
14.2 The Customer may not assign or otherwise transfer this Agreement or any part of it without Upper Level Designs's prior written
consent.
15 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or
circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or
omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent
authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third
parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party
of the nature and extent of such events.
16 SEVERANCE
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such
provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had
been agreed with the invalid illegal or unenforceable provision eliminated.
17 NOTICES
Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party
as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing,
and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be
deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2
days following the date of posting.
18 ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous
agreements, arrangements, undertakings or proposals, oral or written. This Agreement may be updated without notice.
19 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the
exclusive jurisdiction of the English courts.
20 DOMAIN NAME REGISTRATION
20.1 Domain names are not deemed to be successfully registered until they appear in the relevant whois database of the top level
domain name registrar. In the event that a domain name is unavailable when we attempt to register it Upper Level Designs will provide
a full refund for that domain name.
20.2 Please return to the main terms and conditions area of this website to view terms and conditions for individual domain name
registrars.
21 SCRIPTING
Upper Level Designs are not responsible for customer programming issues other than ensuring that programming languages such as
Perl, PHP, ASP.NET and ASP are installed and functioning on the web hosting system.
22 PRIVACY
To protect your privacy we will not distribute your details to third parties, unless required to do so by law.
23 DATA TRANSFER
23.1 Web hosting accounts include a certain amount of data transfer, if you exceed this amount in any one month your account will
be deactivated until you have upgraded to an account that has more data transfer included.
23.2 Web hosting accounts that host file distribution (including but not limited to music, video and software) are limited to a
maximum data transfer of 25 GB per month for file distribution.
23.3 Web hosting accounts are prohibited from hosting adult content orientated websites, hosting banners, graphics or cgi scripts
for other websites, storing pages, files or data as a repository for other websites or personal computers, giving away web space under a
domain, sub domain or directory.
24 SERVER USAGE
Should your account use more than 5% of the servers processing power and as a result have a detrimental effect on other customers
we will discuss with you alternative solutions for your hosting requirements.
25 EMAIL NEWSLETTER
Upper Level Designs communicates with it's customers via email and as such you agree to receive by email our regular newsletter
which contains amongst other things changes to our terms and conditions, notification of major outages, updates to our products &
features and special offers.
26 WEBSPACE USAGE
Unlimited web space is available for genuine web site content, content must be linked into web pages. Customers are prohibited from
using the server as a file/backup repository. Customers are expected to employ good house keeping when maintaining their account.
27 MAIL BOXES
Mail boxes not accessed for 100 days or more will be deleted from the system.
28 DEACTIVATED ACCOUNTS
When a web hosting account is deactivated, you agree that after 50 days this account may be deleted from the system without notice.