"You the Customer" a person or company buying or using Midweb.net Products or Services.
"Consumer" a private person buying Products for private use.
"IP" Midweb.net intellectual property.
"Midweb.net (us, our)" the Product vendor / Service Provider as per your invoice
"Price" is the price agreed in the quotation, verbal or written.
"Service Provider" Midweb.net or its authorised service experts.
"Hardware" Computer hardware or peripherals.
"Software" computer operating systems, applications or bespoke packages.
"Web Site" Internet Web Site including all associated design, graphics, animation and back end database programming and scripts.
"Domain Name" Internet Domain Name either UK based (Nominet) or International (Other)
2. APPLICATION This Agreement applies to this sale, service and all statements made by Midweb.net in brochures, price lists, adverts, quotations, on the internet or verbally. Variations to this Agreement must be made by Midweb.net in writing. Any other Terms, Conditions or Purchase Orders are excluded. Placing your order means acceptance of this Agreement. Midweb.net may change this Agreement at its choosing.
3. ORDERS/CONTRACT Orders are accepted in writing, by e-mail, by telephone, by fax or verbally. All orders are binding upon acceptance by Midweb.net.
4. PRICE & PAYMENT TERMS Quotations are only valid in writing and during the period that they state. If unstated, the period is 30 days (10 days for 3rd Party Products). Midweb.net reserves the right to change Products (incl. 3rd Party Products) at any time but Midweb.net guarantees you at least equivalent functionality and performance.
Unless stated, all prices exclude VAT, delivery, insurance and installation. Exchange rates, duties, insurance, freight and purchase costs (incl. for components & services) may cause Midweb.net to adjust prices. Payment will be made before supply or service or, if agreed, within 30 days of the invoice date. Midweb.net may suspend deliveries or service until full payment. If payment is late, 2% above the minimum lending rate on the late amount and the costs of recovery shall be payable by you. Cheques may only be accepted conditionally.
5. DELIVERY/TITLE/RISK Any delivery period given is approximate. Delivery by instalments may be made. Title to Product passes on full payment and until then you must insure and store our goods separately and you may not modify, pledge or sell them. Midweb.net may enter the storage premises to repossess the goods.
6. ACCEPTANCE When you receive Product you must inspect it promptly and within any statutory reasonable period for inspection or rejection, if any. After this period, you will have accepted Product. If Midweb.net agrees to the return of Product at its choosing, it must be in its original condition with packaging, a return note and proof of purchase; the return costs may also be payable by you.
7. WARRANTY New equipment supplied by Midweb.net is covered by original equipment manufacturer warranty or guarantee where applicable. Midweb.net does not guarantee or offer warranty cover on any hardware unless otherwise stated. Midweb.net offers no warranty, guarantee or support on software supplied or residing on PC systems supplied by Midweb.net unless specifically covered by a Midweb.net PC Software Support Contract. Second user and refurbished hardware is not covered under warranty, unless still under manufacturers original guarantee or warranty.
Midweb.net does not give a warranty or guarantee protection for:
i. damage caused by incorrect installation, use, modifications or repair by any unauthorised 3rd party or yourself;
ii. damage caused by any party or other external force;
iii. fitness for any particular purpose;
iv. 3rd Party Products or Software specified by you. You will receive the warranty for these products directly from their manufacturer or licensor;
v. any malfunction or reduction in speed or loss of functionality caused by installation of any 3rd Party Products or Software after original delivery or installation.
vi. any instruction given by you and correctly performed by Midweb.net.
8. SERVICES will be provided by Midweb.net or Service Provider. Response times are estimates and may vary according to the remoteness or accessibility of Product location. Service may be provided via telephone or internet where appropriate. If agreed and stated in quotation, Service Offering may include advice, asset tagging, installation, integration, disposal, training and/or consultancy.
Unless stated in original order or quotation, the following are excluded from Service: items excluded from Warranty, changes to configuration, relocation, preventative maintenance, consumables, diskettes, unnecessary work in Midweb.net's assessment, electrical environment, transfer of data or Software, viruses. 3rd Party Products will be repaired according to manufacturer or licensor warranty. Parts not critical to Product function (eg: hinges, doors, cosmetic features, frames) may not be serviced within Service Offering time period.
9. CHARGEABLE SERVICES Unless covered by a Midweb.net PC Software Support Contract, all call-outs or off site service provisions made by Midweb.net are chargeable on an hourly basis, regardless of whether the fault or issue is remedied. Under certain circumstances, exploratory / troubleshooting action may create or expose further faults. Whilst Midweb.net technicians will make every reasonable effort to remedy any additional faults created or exposed, we accept no liability for problems which arise in this eventuality (See point 10).
10. LIABILITY Midweb.net does not accept liability for 1) indirect or consequential loss, 2) loss of business profits, salary, revenue, savings, 3) damage remedied by Midweb.net within reasonable time, 4) loss avoidable by you through reasonable conduct, including backing up all data and following Midweb.net's reasonable advice generally, 5) all items excluded from the Warranty or by Force Majeure. Midweb.net accept no liability for any loss of data, loss of earnings, damage or personal injury in any way, shape or form, directly or indirectly resulting from work carried out by Midweb.net technicians, employees or 3rd party contractors either on site at your premises, off site at Midweb.net offices or as a result of instructions given by telephone, letter, fax, email or other communication.
11. COPYRIGHT AND INTELLECTUAL PROPERTY "IP" Midweb.net retains all Midweb.net-owned IP in Product. You must notify Midweb.net immediately of any infringing or unauthorised use of Product or IP in it. Midweb.net retain copyright and IP on all Midweb.net branded or bespoke or modified software packages supplied to you or for your purpose. Unauthorised copying, lending or installation at other premises or outside the Midweb.net Software Usage Policy (where applicable) is strictly prohibited.
12. SOFTWARE not owned by Midweb.net is supplied subject to licence and warranty of the Software licensor. Midweb.net encloses the Software licence that you require with the Product where necessary; you must comply with that licence.
13. EXPORT CONTROL You acknowledge that Product may include technology and Software which is subject to US and EU export control laws and laws of the country where it is delivered or used: you must abide by all these laws. Product may not be sold, leased or transferred to restricted end users or countries or for a user involved in weapons of mass destruction or genocide. You acknowledge that US and EU restrictions vary regularly and depending on Product, therefore you must refer to the current US and EU regulations.
14. FORCE MAJEURE Midweb.net is not liable for delays in performance (incl. delivery or service) caused by circumstances beyond its reasonable control and will be entitled to a time extension for performance; examples include strikes, supplier / transport / production problems, exchange fluctuations, governmental or regulatory action and natural disasters. If this lasts more than 2 months, this Agreement may be terminated by either party without compensation.
15. CONFIDENTIALITY Each party must treat all information received from the other marked "confidential" or reasonably obvious to be confidential as it would treat its own confidential information.
16. TERMINATION Midweb.net may terminate this Agreement with written notice if you: 1) fail to pay on time and within 14 days of written notice, 2) breach or Midweb.net suspects you have breached export control laws. Either party may terminate if the other: 1) commits a material or persistent breach of this Agreement and fails to remedy this within 30 days of written notice from the other; or 2) becomes insolvent or is unable to pay debts as they fall due.
17. YOUR OBLIGATIONS AS A CUSTOMER
You are responsible for:
i. your own choice of Product and its suitability for purpose;
ii. your telephone & postal charges in contacting Midweb.net, if any;
iii. all 3rd party software licences, authorisations and associated conditions of use.
You must provide Midweb.net with all reasonable courtesy, information, cooperation, facilities and access to enable Midweb.net to perform duties, failing which Midweb.net shall not be obliged to perform any service or assistance. You are responsible for the removal of non Midweb.net-supplied products during service, the back up and confidentiality of all data in Product and all of your legal and regulatory requirements.
18. DATA PROTECTION Your data will be held and/or transferred in strict accordance with the applicable data protection. You may instruct Midweb.net not to use your data for direct marketing purposes.
19. CANCELLATION Due to the bespoke nature of Midweb.net systems, software and web sites, the order, once accepted by Midweb.net is binding. Under certain pre-arranged circumstances, Midweb may accept cancellation of a Hardware order if notice of intention to cancel is given within 7 days of order. The acceptance of any such cancellation will be solely at Midweb's discretion, and may be subject to a 25% handling fee. Any statutory Consumer rights are unaffected by this Agreement.
20. JURISDICTION English law and the exclusive court jurisdiction of the English courts will apply to this Agreement. The Vienna Convention on Contracts for the International Sale of Goods is excluded.
21. EXTRA CONTRACTUAL SUPPORT In the course of supplying Customer Services and other technical and support services to you; it is likely that you will address matters with us which are not covered by our Contract with you and we may provide advice, suggestions, proposals, information, data, and the like where such provision is similarly made outside of our Contract with you and ex gratia (such advice, suggestions, proposals, information, data and the like being called collectively "Extra-Contractual Support"). The Extra-Contractual Support is provided to you on the basis that you will exercise your own judgement and will rely on your own expertise with respect to it. Midweb.net Limited makes no representations or warranties, express or implied, of any kind whatsoever and there shall be excluded any warranties or conditions, either express or implied, statutory or otherwise with respect to the Extra-Contractual Support. Without prejudice to the generality of the foregoing, no implied warranties of quality, merchantability or fitness for a particular purpose are given, and no implied warranty arising by usage or trade, course of dealing, or course of performance is make by Midweb.net Limited nor shall any such implied warranty arise by this notice and/or Midweb.net Limited's and / or your conduct in relation to the Extra-Contractual Support or to each other, and in no event shall Midweb.net Limited be liable on any such warranty with respect to any part or all of the Extra-Contractual Support or any like service provided by Midweb.net Limited. In no event shall Midweb.net Limited be liable for any form of loss or damage of whatsoever kind (whether arising in contract, tort, by statute or otherwise), including, but without limiting the generality of the foregoing, direct, indirect, special, idiosyncratic or consequential damage or loss, loss of anticipated profits, loss of business opportunity, or loss of contracts by you or any third party or claims or demands against you by any third party or other like economic loss in connection with or arising out of the provision of Extra-Contractual Support.
22. DOMAIN NAMES Renewal of domain names is entirely the responisibilty of You the Customer. Midweb.net offer no guarantee that a domain name registered by or belonging to You the Customer or registered by or belonging to Midweb.net will continue to be available. It is the responsibility of You the Customer to check renewal dates of your domain name and ensure that it does not expire.
23. LOSS OF SERVICE Whilst we will make every effort to ensure that You the Customer receive reasonable access to Midweb.net services, from time to time full service may be temporarily suspended due to upgrade or holiday period. Further, whilst Midweb.net will make every effort to ensure continuation of email and hosting services, we accept no liability (sec.10) for loss of email or web service arising from the loss of service of web servers or the expiry of DOMAIN NAMES (sec.22).
24. SERVICE SUSPENSION Midweb.net reserve the right to suspend part or all service and hosting offered to You the Customer if invoices are not paid under the terms of account. Unless stated, full payment is due on presentation of invoice.
25. MISCELLANEOUS If any part of the Agreement is found to be invalid or unenforceable by a court, the rest is unaffected. Midweb.net may subcontract its obligations to a competent third party. Otherwise, neither party may assign or transfer any obligations or rights. All notices must be in writing (by hand, fax or 1st class post deemed delivered 48 hours after posting) and sent to a legal officer of either party.