In these Terms and Conditions:
“Vitty” means Vitty – trading name of Vitty Creative Ltd of Antenna Media Centre, 9a Beck Street, Nottingham, NG1 1EQ,
“Client” means the person or organisation Vitty has offered to provide any services to,
“Quote” means the initial detailed requirements of the Client in relation to the Services accepted by the Client,
“Services” means any and all services which Vitty and the Client have agreed that Vitty shall provide to the Client,
“App” means a piece of application software,
“Product” means any new website, module for incorporation into an existing website, or App to be developed or improved by Vitty for the Client as part of the Services,
“Approval Body” means the body responsible for approving an App prior to it being released for sale to the general public,
“Fees” means the fees and expenses which Vitty and the Client have agreed that Vitty shall be paid for the provision of the Services as set out in the Quote (and, where appropriate, as adjusted in accordance with Clauses 3, 5, 6, 7 and 8 of these Terms and Conditions in relation to any different or additional work provided, time expended, or failure on the clients part to abide by the terms and conditions),
The Client appoints Vitty as an independent contractor to provide the Services in accordance with these Terms and Conditions, which shall apply irrespective of any other terms which might accompany or be set out on any order, and the Client will not be able to cancel this appointment without Vitty’ consent.
Vitty reserves the right to assign portions of the Project as required to third parties. Where this happens, Vitty will inform the Client prior to assignment of the portion of the Project.
Vitty undertakes to carry out the Services in a professional manner which reflects its experience and ability, and shall meet any reasonable timescale set out in the Quote or otherwise agreed in writing with the Client.
In turn, the Client agrees to pay Vitty in full for the Services in accordance with Clause 8. Any Services requested by the client not within the original Scope of Works shall be treated as additional chargeable Services and will incur additional fees to be agreed in writing by Vitty and the Client.
Vitty cannot be responsible for anything which is beyond its reasonable control – which includes delays which have been caused by the Client failing to:
– Provide Vitty with prompt assistance (including complete and accurate text, images and other information) as and when it needs it,
– Attend any jointly arranged meetings,
– Provide feedback and sign-off approvals in a timely manner, or
– Adhere to the payment schedule set out in the Quote.
Where the Services involves the development of a website for the Client for which Vitty is not arranging the hosting, completion of the Services shall take place by Vitty providing the Client with a package of the website for the Client to install (at no extra charge) or fully set up using the Client’s preferred host (fees will apply).
Where the Quote requires Vitty to research possible domain names for the Client, it is the Client’s responsibility to satisfy itself that any domain name suggested is appropriate to the Client’s business and does not violate any registration services’ policies, or any laws or regulations. Vitty cannot promise that any domain name it suggests will be available by the time registration is attempted. Neither can it promise that any domain name registered will not result in confusion with any other business or website.
Where the Services involves the development of a website for the Client for which Vitty is not arranging the hosting, Vitty will not be responsible for maintaining or renewing any domain name for the Client’s business.
Where the Client’s website is hosted by Vitty, Vitty is responsible for maintaining and renewing the domain name. The domain name will be renewed automatically using part of the Licence Fee.
Both Vitty and the Client shall take all reasonable steps to protect the Client’s data, including maintaining up-to-date anti-virus and other protection systems. However, the effectiveness of these systems cannot always be guaranteed, and so Vitty cannot guarantee that any files it provides or maintains will either be or remain uncorrupted and free of malicious code.
The Client must ensure that its data (including website content) is backed up at appropriately regular intervals, including immediately before any changes are made.
Vitty will not, without the Client’s consent, disclose or use (other than as necessary in order to create and publish the Client’s website/App and arranging hosting,) any of the Client’s information which Vitty understands to be commercially sensitive.
Vitty cannot be held responsible for matters outside of its reasonable control including (but not limited to) the actions of third party suppliers used by the Client; the actions of hackers; or the malfunctioning of any websites or other services due to problems with web browsers, the Client’s I.T. infrastructure, third party platforms or third party interference.
The Client shall pay the Fees in accordance with the schedule set out in the Quote. Payments can be made by cash, cheque or bank transfer – payee details available on the Quote or on request – or Direct Debit (in the case of reoccurring fees).
If Vitty has to spend longer providing the Services than it expected to when the Quote was accepted by the Client – because the Client requests an alteration or extension to the scope of the work set out in the quote, or because the Client does not comply (either at all or on time) with its obligations under these Terms and Conditions – then Vitty shall be entitled to charge the Client for its additional time at its then standard hourly rate.
Payment is due (Fifteen) 15 days from the date of invoice, and in the event of any delay in payment, Vitty shall be entitled to withhold providing any remaining Services (without penalty) until such time as payment is made, and any timescales for delivery of the Services agreed with the Client shall then be adjusted accordingly.
Vitty will not make the Client’s Product live and viewable by the public until all invoices relating to its design and development have been paid in full. The Client will be liable for any costs arising from necessary actions by Vitty to recover unpaid Fees.
Interest at 8% above the then current Bank of England base lending rate shall accrue on any unpaid Fees from the date when the relevant invoice becomes due until the date of payment.
The Client may not assign or transfer this Agreement, in whole or in part without the prior written consent of Vitty. In the event that Client contemplates whole or partial sale of its business, ownership change, or change in jurisdiction, Client shall notify Vitty in writing no less than 30 days prior to the effective date of the event.
Vitty may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events:
1) Failure to comply with any provisions of the Agreement upon receipt of written notice from Vitty of said failure,
2) Appointment of Receiver or upon the filing of any application by Client seeking relief from creditors,
3) Upon mutual agreement in writing of Vitty and Client.
If legal proceedings are commenced to resolve a dispute arising out of, or relating to, this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.
Vitty cannot guarantee that its work is entirely error free; therefore Vitty is not liable to the Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the Product.
The Client will also indemnify Vitty against all losses, costs, claims and expenses it incurs due to the Client’s negligence or the Client’s failure to comply with its obligations under these Terms and Conditions.
Vitty will use all reasonable commercial endeavours to fulfil its obligations under these Terms and Conditions but to the fullest extent permitted by English Law, limits its liability to the Client to the Fees actually received from the Client.
If the Client fails to comply with its obligations under these Terms and Conditions, and fails to put things right within 10 days of being given written notice requesting it to do so, then Vitty shall be entitled, without penalty, to permanently cease providing the Services and, unless and until payment of the balance of the Fees is paid in full, it shall have no obligation to assign or grant any licenses to the Client in respect of any copyrighted material.
Client shall indemnify and hold Vitty harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against Vitty directly or indirectly arising from or in connection with Client’s marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Client.
These Terms and Conditions, together with the Quote, constitute the entire understanding between the parties relating to the Services and supersede all prior discussions, understandings and arrangements, between the parties relating to them.
Any delay or failure to enforce a right in respect of the other party’s negligence or breach of these Terms and Conditions cannot be interpreted to mean that any other or subsequent breach or default, whether of the same or any other provision, has also been waived.
These Terms and Conditions shall be interpreted in accordance with English Law and the parties shall submit to the jurisdiction of the English Courts. If any provision of it is determined unlawful, void, or for any reason unenforceable, the remaining parts shall be unaffected, and the problematic provision will be replaced with an alternative which achieves the originally intended effect.
Any references to “we”, “us” and “our” refer to Vitty Creative Ltd (trading as Vitty), a company registered in England and Wales with company number 10407089 and its registered office at 75 Eastwood Road, Kimberley, Nottingham, NG16 2HX
All services provided by Vitty Creative Ltd may be used for lawful purposes only. Transmission, storage or presentation of any information, data or material in violation of any United Kingdom laws or international treaties. This includes, but is not limited to: copyrighted material, material we judge to be threatening or obscene, or material protected by trade secret and other statute. The subscriber agrees to indemnify and hold harmless Vitty Creative Ltd from any claims resulting from the use of service which damages the subscriber or any other party.
Prohibited are sites that promote any illegal activity or present content that may be damaging to our servers, or any other server on the Internet. Links to such materials are also prohibited.
Examples of unacceptable content or links:
hacker programs or archives
NOTICE: IF YOUR ACCOUNT IS FOUND TO CONTAIN ILLEGAL ACTIVITY, ILLEGAL MP3 FILES, PIRATED SOFTWARE, HACKER PROGRAMS, WAREZ PROGRAMS, OR ANY OTHER ILLEGAL FILES, YOUR ACCOUNT WILL BE SUSPENDED IMMEDIATELY. FAILURE TO REMOVE THE OFFENDING CONTENT WILL RESULT IN YOUR ACCOUNT BEING TERMINATED – NO REFUNDS WILL APPLY. ADDITIONALLY, VITTY CREATIVE LTD WILL NOTIFY THE RELEVANT AUTHORITIES OF YOUR ACTIONS.
Subject to the terms and conditions of this Agreement, Vitty will provide Website Hosting services for Client subject to the following terms:
We are a Nominet Registrar and as such may provide you with a domain name via Nominet. Please be aware that by registering a .uk domain name, you are bound by Nominet’s Terms and Conditions http://www.nominet.org.uk/uk-domain-names/registering-uk-domain/legal-details/terms-and-conditions-domain-name-registration
All non-UK domains are provisioned through our registrar partner OpenSRS / Tucows Domains. As such we cannot guarantee the availability of a particular domain, however any charges incurred in the registration of a domain which is subsequently found to be unavailable will be refunded in full.
Both UK and non-UK domains are provisioned through third-party registrars. Please note that the registrars may reject a registration if invalid information is provided at the time of order. All TLDs and ccTLDs have differing validation requirements which are also subject to change. As such we are not responsible for the validation of such data and it is your responsibility to check that a domain registration has been completed by the receipt of a ‘domain registration confirmation’ email. In the unlikely event a domain is rejected by the registrar, you will not receive such an email and we would need to be alerted to investigate this with the registrar directly and process the registration manually.
All domains are part of your hosting package and are billed as part of your monthly or yearly package. We will send out reminder emails in advance of renewal. We will send the emails to the email address on the account, it is your responsibility to make sure the contact details are up to date. We take no responsibility if your domain renewal fails due to your contact details being incorrect. If you do not wish to renew a domain please make sure you contact us a minimum of 14 days before your domain expires by emailing us at email@example.com.
All domains will be billed in advance of expiry and renewed once payment is received. If you have set up an automatic payment, this will be done automatically.
If you do not renew your domain before its expiry date it will have all services we provide suspended and you will have up to 30 days (protected period) after to renew the domain name at the original renewal fee.
After 30 days your domain will be suspended and will go into a 60 day grace period which you can still renew your domain name but with an additional redemption fee of £80 + VAT. This must be requested by email before the 80th day after your domain has expired, after 90 days your domain will be cancelled and deleted from the register and made available for resale through a third party registrar. We will not guarantee the renewal of a domain name.
Your space is allocated as agreed in your hosting package. However, this is subject to fair use and any customer using an amount of monthly bandwidth or disk space deemed excessive in comparison to the average usage by other customers on our platform may, at our discretion, be advised to upgrade to a bespoke solution and billed accordingly.
We provision very large disks for our shared platforms, but no physical or virtual server can have an “unlimited” disk size due to limitations in both hardware and software. We will not let this hinder your usage, but it will mean that if you are operating a large account we may require that your account is moved to a server where it can be more easily accommodated without affecting other customers, or that your account is split over several shared servers. We would not charge for doing so and would always provide the information and tools necessary for you to operate your service. We reserve the right to do this at our discretion. However, refusal to co-operate with an account move request will result in account suspension and/or termination as we must ultimately ensure platform stability and service delivery at all times.
We do not allow bots to be operated on our shared hosting servers.
Any attempt to undermine or cause harm to a server or customer of Vitty Creative Ltd is strictly prohibited. As our customer you are responsible for all your accounts. Should you violate the Terms of Services outlined within, your account will be cancelled without chance of refund.
We reserve the right to refuse, cancel or suspend service, at our sole discretion.
All sub-networks, distributive hosting sites and dedicated servers of Vitty Creative Ltd must adhere to the above policies, with the exception of system resources in respect to dedicated servers.
By the Account Activation Date of each month or year, we shall deliver, via e-mail, an invoice in accordance with the applicable Service Fees for services to be rendered in the forthcoming month. When an invoice is delivered to the client, payment shall be remitted to us by no later than the specified payment due date. We shall be entitled to immediately terminate this agreement for client’s failure to make timely payments. You will be provided with an invoice on a monthly basis. We do not record or store customer credit/debit card data but you are able to set up recurring billing through our payment partners to allow us to take payment for invoices as they become due. It is your responsibility to ensure that you have sufficient funds to cover any transactions. Failure to make payment will result in up to three overdue notices being submitted to you before your account is suspended and/or terminated. Accounts suspended for non-payment are liable for termination without notice.
Please note that we accept payment by credit/debit card or PayPal only. Other payment methods such as bank transfer or cheque are not accepted as a method of payment.
We offer a 30 day money back guarantee.
Refunds: If you have agreed and paid for an annual Service, we shall not be obliged to refund any pro rated payments if you cancel during the annual term.
Please note that we reserve the right not to refund any fees incurred by us in the registration of ‘free’ domains we have provided as part of the account. Any fees not refunded or billed to you by us will not exceed the registration costs we incur.
If you no longer wish to continue with your hosting, please submit a cancellation at least 30 days before your services are due to be renewed. Your account will only be deemed as terminated once all outstanding balances have been paid in full. Domains will only be considered for transfer once all balances have been settled, we will not charge you for transferring a domain(s) away to another registrar’s tag. The customer acknowledges that, termination of the agreement for any reason will result in us ceasing to provide the applicable services, with the consequences that flow from such cessation, including (but not limited to), deletion of data e.g. hosting account(s) and mailboxes.
We DO NOT refund partial monthly fees to accounts.
We do not fund fees incurred in the purchase of domain names where the grace period has expired. This is 5 days for non-UK domains and 10 days for UK domains.
We shall not be responsible for any claimed damages, including incidental and consequential damages, which may arise from our servers going offline or being unavailable for any reason whatsoever. Furthermore, we shall not be responsible for any claimed damages, including incidental or consequential damages, resulting from the corruption or deletion of any web site from one of our servers; loss of service or any costs incurred due to a configuration or service issue resulting from our provided services. All damages shall be limited to the immediate termination of service.
We take backups of all data related to your hosting account. However, it is your responsibility to ensure that your own data is backed-up regularly to your own computer or another service via appropriate methods. We will not be held responsible or liable for any data that cannot be retrieved in the event of deletion, failed software installations, account termination, hardware failures, staff or user error and other events which may cause data loss. If you wish to hire us to perform these services, contact us at firstname.lastname@example.org
If you are moving to us from another cPanel provider, we can assist with the migration by restoring any cPanel backups you upload to us via FTP. It is your responsibility to supply these backups. We will not log in to your old provider’s platform and perform the backups on your behalf. Any migrations from non-cPanel providers will not be performed by us and must be done by you. We provide a full guide on how to accomplish this and can assist if you have issues.
All support requests must be raised via email or through the tickets system via our website.
Please note that we provide support to our direct customers only. We will not provide support via any means to your resold clients or any third-party not holding a direct account with us under any circumstances. It is your responsibility to cater for the support needs of your customers. In the event there is a hosting-related issue that you are unable to resolve, you are required to communicate this to us in detail via a support ticket and we will investigate and respond to you accordingly so you can inform your customer.
Violations of these policies should be referred to email@example.com. All complaints will be investigated promptly. Failure to follow any term or condition will be grounds for immediate account deactivation.
We cannot be held liable for system down time, crashes or data loss. We cannot be held liable for any predicated estimate of profits which a client would have gained if their site was functioning. While we own and operate our own enterprise-grade equipment, certain services and software provided by us are resold. Thus, certain equipment, routing, software and programming used by us are not directly owned or written by Vitty Creative Ltd (examples include cPanel management and WHMCS billing software). Moreover, we hold no responsibility for the use of our clients’ accounts. Failure to comply with any terms or conditions will result in the automatic deactivation of the account in question. We reserve the right to remove any account, without advance notice for any reason without restitution, at our discretion.
By activating your account with us, you agree to the above policies and disclaimer. Upon requesting activation of an account, you are required to accept these policies, guidelines and disclaimer.
NOTICE: If you sign up for an account and fail to comply with these terms, no refunds will be given. We will, however, advise you by e-mail or phone prior to taking any action to provide you with an opportunity to correct the problem.
We offer a 99.9% service uptime guarantee, which is based on a 12-month rolling average across our entire platform and multiple clouds. In the unlikely event that we fail to meet our obligations we will provide full and thorough explanations for any downtime.
Please note that from time to time, it will be necessary for us to perform essential maintenance or upgrades to our infrastructure. In the event of such planned maintenance, we will provide advance notice so you can make necessary arrangements to contact your customers or suspend any service monitoring you may have in place for the period of the planned outage. Where possible, such upgrades will be carried out overnight in the UK to minimise impact on customers. Downtime incurred as a result of planned and notified maintenance will not be included in our downtime statistics.
As a provider of web site hosting and other Internet-related services, we offer our customers (also known as “Subscribers”) and your customers and users the means to acquire and disseminate a wealth of public, private, commercial and non-commercial information. We respect that the Internet provides a forum for free and open discussion and dissemination of information. However, when there are competing interests at issue, we reserve the right to take certain preventive or corrective actions. In order to protect these competing interests, we have developed an Acceptable Use Policy (“AUP”), which supplements and explains certain terms of each customer’s respective service agreement, and is intended as a guide to the customer’s rights and obligations when using our services. This AUP will be revised from time to time.
One important aspect of the Internet is that no one party owns or controls it. This fact accounts for much of the Internet’s openness and value, but it also places a high premium on the judgment and responsibility of those who use it, both in the information they acquire and in the information they disseminate to others. When subscribers obtain information through the Internet, they must keep in mind that we cannot monitor, verify, warrant or vouch for the accuracy and quality of the information they acquire. For this reason, the subscriber must exercise his or her best judgment in relying on information obtained from the Internet, and also should be aware that some material posted to the Internet may be sexually explicit or otherwise offensive. Because we cannot monitor or censor the Internet, and will not attempt to do so, we cannot accept any responsibility for injury to its subscribers resulting from inaccurate, unsuitable, offensive or illegal Internet communications.
When subscribers disseminate information from the Internet, they must keep in mind that we do not review, edit, censor or take responsibility for any information its subscribers may create. When users place information on the Internet, they have the same liability as other authors for copyright infringement, defamation and other harmful speech. Also, because the information created is carried over our network and may reach a large number of people, including both our subscribers and non-subscribers, subscribers’ postings to the Internet may affect other subscribers and may affect our goodwill, business, reputation or operations. For these reasons, subscribers violate our policy and these terms when they, their customers, affiliates or subsidiaries engage in the following prohibited activities:
Sending unsolicited bulk and/or commercial information over the Internet. It is not only harmful because of its negative impact on consumer attitudes toward Vitty Creative Ltd, but also because it can overload our network and disrupt service to our subscribers. Also, maintaining an open SMTP relay is prohibited. When a complaint is received, we will investigate and suspend the account that is sending spam and reserve the right to keep the account suspended until such time that the account no longer sends spam.
Audio/Video Streaming is not hosting friendly. As such, we do not allow any streaming of audio or video content where the core files are hosted on our platform. Offending accounts will be suspended without noticed or terminated.
We do not permit the use of our shared hosting platforms for the storage of backup or archival data including large amounts of plugin cache data (we operate server-side caching as standard), mirror sites, storage of game data including flash games, personal multimedia content such as movies, music, photos or other media. Your account and any sub-accounts may be used for genuine web hosting purposes only. Any such content is not permitted and will be removed and any offending accounts suspended.
Services such as OwnCloud are not permitted on our shared hosting and accounts found to be utilising web space for such services will have their data removed and services suspended.
We don’t limit your disk space providing the majority of your space is used for web hosting. We do not permit the use of our shared hosting as an e-mail archival system and you may be asked to remove e-mail, archive e-mail to your computer or upgrade to a VPS solution if it is determined your account is being used as such.
We do not permit the use of our platform to provide free hosting to your customers. Providing free hosting encourages spamming and other abuses of the platform and as such this is explicitly disallowed.
We do not permit the use of our platform for file sharing of any kind. This includes but is not limited to peer-to-peer file or media sharing, BitTorrent, Tor or other such forms of data transmission.
Using our network to advertise, transmit, store, post, display, or otherwise make available child pornography or obscene speech or material is prohibited. We are required by law to notify law enforcement agencies if we become aware of the presence of child pornography on or being transmitted through our network.
Using our network as a means to transmit or post negative, defamatory, harassing, abusive or threatening language.
Forging or misrepresenting message headers, whether in whole or in part, to mask the originator of the message.
Using our network to access, illegally or without authorisation, computers, accounts or networks belonging to another party, or attempting to penetrate security measures of another individual’s system (often known as “hacking”). Also, any activity that may be used as a precursor to an attempted system penetration (i.e., port scan, stealth scan or other information-gathering activity).
Distributing information regarding the creation of and sending Internet viruses, worms, Trojan horses, pinging, flooding, mail bombing or denial of service (DDOS) attacks. Also, activities that disrupt the use of or interfere with the ability of others to effectively use the network or any connected network, system, service or equipment.
Destructive activities include inviting, either directly or indirectly, an attack (such as a DDOS) against our platform. Such invitations include inviting third parties to attempt to compromise the security of our platform or knowingly participating in an external attack (such as a DDOS) which results in retaliatory action from a third-party.
Advertising, transmitting or otherwise making available any software, program, product or service that is designed to violate this AUP, which includes the facilitation of the means to spam, initiation of pinging, flooding, mail bombing, denial of service attacks and piracy of software.
We reserve the right not to accept postings from newsgroups where we have actual knowledge that the content of the newsgroup violates the AUP.
We do not permit the hosting of any sites engaging in phishing, impersonating public institutions or private companies in an attempt to defraud members of the public. Any sites found in breach of this will be suspended or terminated without notice.
Engaging in activities that are determined to be illegal, including, but not limited to, advertising, transmitting or otherwise making available ponzi schemes, pyramid schemes, fraudulently charging credit cards, publishing or threatening to publish private data and pirating software.
Engaging in activities, whether lawful or unlawful, that we determine to be harmful to our subscribers, operations, reputation, goodwill or customer relations.
As we have pointed out, the responsibility for avoiding harmful activities just described rests primarily with the subscriber. We will not, as an ordinary practice, monitor the communications of our subscribers to ensure that they comply with our policy or applicable law. However, when we become aware of harmful activities, it may take any action to stop the harmful activity, including, but not limited to, suspension or termination of hosting services, removal of information, shutting down a web site, implementing screening software designed to block offending transmissions, denying access to the Internet, or any other action we deem appropriate.
We are also aware that many of our subscribers are themselves providers of Internet services, and that information reaching our facilities from those subscribers may have originated from a customer of the subscriber or from another third party. We do not require our subscribers who offer Internet services to monitor or censor transmissions or web sites created by customers of our subscribers. We reserve the right to directly take action against a customer of our subscribers. Also, we may take action against the our subscriber because of activities of a customer of the subscriber, even though the action may affect other customers of the subscriber. Similarly, we anticipate that subscribers who offer Internet services will cooperate with us in any corrective or preventive action that we deem necessary. Failure to cooperate with such corrective or preventive measures is a violation of our policy.
We will not intentionally monitor private electronic mail messages sent or receive by our subscribers, unless required to do so by law, governmental authority or when public safety is at stake. We may, however, monitor its service electronically to determine that its facilities are operating satisfactorily. Also, we may disclose information, including, but not limited to, information concerning a subscriber, a transmission made using our network, or a web site, in order to comply with a court order, subpoena, summons, discovery request, warrant, statute, regulation or governmental request subject to Data Protection and other UK legislation. We assume no obligation to inform the subscriber that subscriber information has been provided and, in some cases, may be prohibited by law from giving such notice. Finally, we may disclose subscriber information or information transmitted over our network where necessary to protect us and others from harm, or where such disclosure is necessary to the proper operation of the system. However, we will never sell information to other services or outside companies.
We expect that our subscribers who provide Internet services to others will comply fully with all applicable laws concerning the privacy of online communications. A subscriber’s failure to comply with those laws will violate our policy. Finally, we wish to emphasise that, in accepting these terms and placing an order, subscribers indemnify Vitty Creative Ltd for any violation of the Service Agreement, law or Vitty Creative Ltd policy resulting in loss to Vitty Creative Ltd or the bringing of any claim against Vitty Creative Ltd by any third party. This means that, if we are sued because of a subscriber’s or customer of a subscriber’s activity, the subscriber will be responsible for payment of any damages awarded against us, plus costs and reasonable legal and solicitors’ fees.
We hope this AUP is helpful in clarifying the obligations of Internet users, including Vitty Creative Ltd and its subscribers, as responsible members of the Internet. Any complaints about a subscriber’s violation of this AUP should be sent to firstname.lastname@example.org.
We like to think we get it right all the time, every time but the truth of it is everyone gets it wrong from time to time. We can only improve on our services with valid feedback from you, our customers. If you wish to make a complaint about a service you have received, please submit an email to us at email@example.com, including as much detail from the issue you have. We will acknowledge your complaint within 1 business day and aim to resolve any issues within 5 business days.
If you’re not happy with the initial outcome of your complaint where it involves a .uk domain, than please feel free to escalate your issue to Nominet (the .uk registry) by visiting http://www.nominet.org.uk/disputes/complaining-about-registrar/complaints-procedure.
These terms and conditions form part of the Agreement between the Client and ourselves. Your accessing of this website and/or subscribing for any of our services indicates your understanding, agreement to and acceptance of the Disclaimer Notice and the full Terms and Conditions contained herein. Your statutory Consumer Rights are unaffected.
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday)
Campaign: the creation, installation, management, development and employment of a PPC advertising network strategy as set out in the PPC Brief.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 6, including the Initial Fee and the Monthly Charge.
Client: the person or firm who purchases Services from Vitty.
Conditions: these terms and conditions as amended from time to time in accordance with clause 15.8.
Contract: the contract between Vitty and the Client for the supply of Services in accordance with these Conditions.
Proposal Form: the order form issued by Vitty to the Client.
Conversion Tracking Codes: the Google conversion tracking codes or other conversion tracking codes installed on the Website.
Deliverables: any amendments or other work carried out to the Website, including the design or development of any additional Website Pages, by Vitty as part of the Services.
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Initial Fee: Vitty’s fee for setting up the Campaign.
Input Material: has the meaning set out in clause 4.1(c).
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Initial Term: has the meaning set out in clause 3.2.
Monthly Charge: the monthly fee for the Services.
PPC: Pay-per-click advertising.
PPC Advertising Networks: the PPC advertising networks that Vitty agrees to provide the Services in connection with as set out in the PPC Brief.
Pre-existing Materials: all Documents, information and materials provided by Vitty relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports, graphics and specifications.
Proposal: Vitty’s initial quote for the provision of the Services.
Resources: the resources that Vitty may use or employ in order to provide the Services, including Third Party Resources.
Search Engines: the search engines that Vitty agrees to provide the Services in connection with as set out in the PPC Brief.
Vitty: Vitty Limited registered in England and Wales with company number 10407089.
Services: the PPC services supplied by Vitty to the Client as set out in the PPC Brief, together with any additional services that Vitty agrees to provide to the Client.
Third Party Resources: PPC Advertising Networks, Search Engines, web analytics software, PPC programs, directories or third-party websites or any other third-party resources that Vitty may use or employ in order to provide the Services.
Website: any website, intranet or extranet of the Client that Vitty is to provide PPC services on as part of the Services.
Website Pages: pages on the Website, including any additional pages created by Vitty as part of the Services.
1.2 Construction. In these Conditions, the following rules apply:
2.1 The Client shall sign the Proposal Form and return it to Vitty. This constitutes an offer by the Client to purchase Services in accordance with these Conditions.
2.2 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Vitty which is not set out in the Contract.
2.3 Any samples, drawings, descriptive matter or advertising issued by Vitty, and any descriptions or illustrations contained in Vitty’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by Vitty shall not constitute an offer, and, unless otherwise agreed, is subject to amendment at any time to meet any rise or fall in Vitty’s costs.
3.1 Vitty shall supply the Services to the Client in accordance with the Proposal Form.
3.2 The Services shall be supplied for the term (Initial Term) set out in the Proposal Form and, after that, shall continue to be supplied unless the Contract is terminated by one of the parties giving the other at least one months’ notice. The Contract shall terminate on the last day of the Month following the Month after which the notice is given. The earliest date at which notice can be given is during the penultimate month of the Initial Term.
3.3 Vitty shall use all reasonable endeavours to meet any performance dates specified in Proposal Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.4 Vitty warrants to the Client that the Services will be provided using reasonable care and skill.
3.5 Vitty will not commence performance of the Services until it has received the Initial Fee.
3.6 Vitty shall be entitled to refuse to accept or use any Input Material in the provision of the Services:
4.1 The Client shall:
4.2 If Vitty’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
5.1 If the Client wishes to change the scope or execution of the Services, it shall submit details of the requested change to Vitty in writing.
5.2 If the Client requests a change to the scope or execution of the Services, Vitty shall, within a reasonable time, provide a written estimate to the Client of:
6.1 The Charges for the Services shall be as set out in the Proposal Form.
6.2 The Initial Fee shall be payable to Vitty before it commences provision of the Services. The Monthly Charges shall be paid by the Client in accordance with the payment terms set out in the Proposal Form in full and in cleared funds to a bank account nominated in writing by Vitty.
6.3 Time for payment shall be of the essence of the Contract.
6.4 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Vitty to the Client, the Client shall, on receipt of a valid VAT invoice from Vitty, pay to Vitty such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.5 Without limiting any other right or remedy of Vitty, if the Client fails to make any payment due to Vitty under the Contract by the due date for payment (Due Date), Vitty shall have the right to charge interest on the overdue amount at the rate of 8 per cent per annum accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
6.6 The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against Vitty in order to justify withholding payment of any such amount in whole or in part. Vitty may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by Vitty to the Client.
6.7 The Client shall be responsible for the fees of any Third-Party Resources and shall maintain such adequate funds in any third-party accounts as are required to maintain inclusion in such resources. The Proposal sets out an estimate of the fees that the Client will incur for the inclusion of keywords and other listings in the Third-Party Resources.
7.1 The Client hereby authorises Vitty to use any Intellectual Property Rights of the Client that are on the Website for the purpose of providing the Services.
7.2 Subject to clause 7.3 all Intellectual Property Rights arising out of the Deliverables, including any graphics or programming code, shall be owned by Vitty until the Client has paid the Charges in full. Once the Client has paid the charges in full all such Intellectual Property Rights shall automatically be transferred to the Client.
7.3 The Client acknowledges that, where Vitty does not own any Pre-existing Materials, Vitty licences all such rights to the Client on a royalty-fee non-exclusive worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables and that such licence and the Client’s use of any Intellectual Property Rights in the Pre-Existing Materials is conditional on Vitty obtaining a written licence from the relevant licensor on such terms as will entitle Vitty to license such rights to the Client.
7.4 As between the Client and Vitty the Input Material shall be owned by the Client. The Client licences all Intellectual Property Rights and other rights in the Input Material to Vitty on a royalty-fee non-exclusive worldwide basis to such an extent as is necessary to enable Vitty to provide the Services.
7.5 The Client undertakes that they have all necessary licences and consents to allow Vitty to use the Input Material for the purposes of providing the Services.
7.6 The Client hereby authorises Vitty to annotate and insert onto the Website Vitty’s identification as the author of the specific code it provides as part of the Services providing that Vitty only inserts such identification where it is the legal owner of such code.
8.1 The Client shall keep Vitty indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred
or paid by Vitty as a result of or in connection with any claim made against Vitty:
8.2 Vitty shall keep the Client indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Client as a result of or in connection with:
A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 9 shall survive termination of the Contract.
10.1 The Client acknowledges and accepts the following in connection with the Services:
12.1 Without limiting its other rights or remedies, Vitty may terminate the Contract with immediate effect by giving written notice to the Client if:
12.2 Without limiting its other rights or remedies, Vitty shall have the right to suspend provision of the Services under the Contract or any other contract between the Client and Vitty if the Client becomes subject to any of the events listed in clause 12.1(c)) to clause 12.1(m), or Vitty reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
13.1 On termination of the Contract for any reason:
15.1 Force majeure:
15.2 Assignment and subcontracting: