Trade Customer and Reseller Terms to May 2018
Last updated Tuesday, May 1, 2018
- Our promise to you
- Your promise about your customers
- ICANN needs us to make you agree to the following terms
- Your use of the Netistrar Control Panel
- No sub-resellers
- Fees and payment
- Compliance with Applicable Law
- Our Intellectual Property Rights and indemnity
- Customer Data and indemnity
- Data Protection
- Term and Termination
- Exit and return of Customer Data
- Confidential Information
- Limitations and Exclusion of Liability
- General terms
This agreement is made on the date on which you have electronically recorded your agreement to these terms (“Commencement Date”) between:
Netistrar Limited, a company incorporated in England and Wales with company number 8735583, whose registered office is at Netistrar Ltd, Repton House, Bretby Business Park, Ashby Road, Bretby, Derbyshire DE15 0YZ
(We, us, ours)
The Reseller, whose details are set out in the Netistrar Control panel (You, your).
It is agreed as follows:
Words shall have the meanings given to them in this Agreement, including without limitation as set out below:
“Applicable Law” any and all applicable laws, statutes, orders, rules, treaties, decree, regulations, directives, edicts, bye-laws, schemes, warrants, other instruments made under or to be made under any statute, any exercises of the royal prerogative and codes of conduct and regulatory rules or guidelines, whether local, national, international or otherwise existing from time to time, together with any other similar instrument having legal effect in the relevant circumstances”Confidential Information”all information whether technical or commercial know-how (including all specifications, inventions, processes, initiatives, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties) given by one party to the other or otherwise obtained by one party relating to the other party’s business, finance or technology, know-how, Intellectual Property Rights, assets, strategy, products and customers, including information relating to management, financial, marketing, technical and other arrangements or operations of any Associate, person, firm, or organisation associated with that party where the information is: identified as confidential at the time of disclosure; or ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure;“Customer Data”all information of whatever form relating to you or your business that is provided to you in connection with the Services, including any information provided by your customers in connection with their access to and/or use of the Services or Netistrar Control Panel;“Data Controller”means data controller as defined in the Data Protection Legislation”Data Processor”means data processor as defined in the Data Protection Legislation”Data Protection Legislation”the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, as amended from time to time, and all other applicable privacy and data protection laws and regulations, as well as any guidance and/or codes of practice issued from time to time by the Information Commissioner”Dispute Resolution Process”ICANN’s Uniform Domain Name Dispute Resolution Process, or any equivalent dispute resolution process affecting any domain name, including without limitation Uniform Rapid Suspension process, and any ccTLD dispute resolution mechanism.“Fees”the fees set out in this agreement, Netistrar Control Panel and associated materials from time to time.“ICANN”the Internet Corporation for Assigned Names and Numbers, a California non-profit organisation that carries out policy and technical coordination for domain names and other Internet identifiers.“Insolvency Event”an event where a party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction;“Intellectual Property Rights”any and all copyright, know-how, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, the right to sue for passing off, utility models, and all similar rights and, in each case: (a) whether registered or not, (b) including any applications to protect or register such rights, © including all renewals and extensions of such rights or applications, (d) whether vested, contingent or future and (e) wherever existing;“Losses”means all incurred losses, liabilities, damages, costs, claims, demands, actions, proceedings, orders and expenses (including legal fees on a solicitor/client basis) and disbursements and costs of investigation, litigation, settlement, judgment interest and penalties;“Name Server”a computer which translates domain names into internet protocol (IP) addresses and vice versa.“Netistrar Control Panel”our proprietary software system, all associated routines, application programming interfaces and other software components or tools, which we provide to you to enable you register, manage and maintain domain name registrations, including all documents (in whatever media) all data, reports and specifications.“Personal Data”means personal data as defined in the Data Protection Legislation and shall include, where applicable, personal data contained within the Customer Data”Registrar”an organisation authorised by or otherwise accredited to register and maintain domain names with a Registry. “Registry”an operator of a top level domain in the root zone, as reflected in the IANA database (www.iana.org) or any successor database performing the same function.“Registered Name Holder”a person for whom a domain name is registered, and whose contact details are reflected in the WHOIS database for the relevant domain name. In the case of a domain name with a Proxy/Privacy Service, the Registered Name Holder means the person or entity who is the beneficial owner of the domain name.“Pre-existing materials”all written documents, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form, information and materials provided by us relating to the Netistrar Control Panel (as defined below) which existed prior to the commencement of this Agreement, including computer programs, data, reports and specifications.“Proxy/Privacy Service”a mechanism whereby a third party (the Proxy/Privacy provider) inserts their own details into the WHOIS database, so that the contact details of the person or entity for whom the domain name is registered are not published on the WHOIS.“Services”domain name registration and related services provided by us under this agreement through the Netistrar Control Panel provided remotely to you for the benefit of you and Users on a subscription basis in accordance with the terms of this Agreement, and as further set out in the Documentation and Schedule (the Services Schedule). Where applicable, this shall include any error corrections, patches, fixes, updates, upgrades, new releases or new versions of software subsequently developed (if any).“VAT”United Kingdom value added tax, and any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom
2.1 Clause, schedule and paragraph headings will not affect the interpretation of this Agreement.
2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
2.3 The schedules form part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the schedules.
2.4 Words in the singular will include the plural and vice versa.
2.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
2.6 A reference to writing or written includes faxes and e-mail.
2.7 Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and will not limit the sense of the words preceding them.
2.8 Where the word “will” is used in connection with a contractual obligation (eg you will ensure that…) it means “shall”, ie a strict obligation.
2.9 Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
References to clauses and schedules are to the clauses and schedules of this Agreement.
3.1 Because we are accredited by ICANN, we are able to give you access to all gTLDs that we offer. To keep our accreditation, we need to remain compliant with the terms of our contract with ICANN. We operate through a network of resellers, so a lot of you facing transactions will be done by you, and we won’t be involved. But we still have to remain compliant, so we need you to help us do that.
3.2 The Netistrar Control Panel will help you keep as compliant as possible with the terms of our accreditation with ICANN. At times we may make modifications to the Netistrar Control Panel. We will try to give you reasonable notice of any such modifications, but in certain circumstances it may not be feasible to do so.
3.3 We promise never to approach your customers with offers for services which compete with your offerings to your customers. There are some circumstances where we may need make direct contact with your customers so that we don’t break our agreement with ICANN. If that happens, we will do it as discretely as possible, for example by using your system e-mail address, or otherwise “white boxing” our communication so that it appears to come from you, and wherever possible, we will give you the opportunity to contact your customer first.
3.4 We will provide technical support for you and other resellers Monday to Friday 9.00 am to 5.30pm UK time, excluding public holidays. Out of hours, we will provide technical support through a third party call centre. If you need to report abuse, following the instructions on our website [the Netistrar Control Panel].
3.5 We may, but are not obliged to, provide support directly to your customers. If we receive communications from Registered Name Holders or from third-parties regarding Services provided in your account, we will, where appropriate, forward such communications to you or the appropriate responsible party at our discretion. However, we reserve the right to respond to such communications directly.
4.1 You agree to provide, maintain and update current, complete and accurate information for all data elements relating to you in our Netistrar Control Panel.
4.2 You are responsible for providing customer service, billing and technical support to your customers, including Registered Name Holders, to a reasonable industry standard.
4.3 You promise to:
4.3.1 Make your customers (Registered Name Holders) agree to the terms of a registration agreement with all the terms that ICANN and supported TLD registries require. To make this more straightforward, we have drafted a template for you, which has the required terms. If you’re providing additional services for your customers, then you should create additional terms to deal with them.
4.3.2 Make sure that your customers agree to your and our processing of their personal information in relation to the contract of registration. In particular, this means that you need to tell them about the importance of keeping their contact details up to date and accurate, and that those details will be published on the web through the WHOIS service (unless they use a privacy/proxy service like the one we offer).
4.3.3 Comply promptly with all reasonable requests that we make, for example updating incorrect contact details in the domain names that you manage.
4.3.4 On your website, you will provide your business contact details (postal address, email address and phone number(s)) and an out of hours contact in the case of emergency relating to a domain name.
4.4 You acknowledge and agree that all information relating to Registered Name Holders, including those protected by Privacy/Proxy Services, and authentication information, is accessible to us, and (on request) to ICANN and third parties with a legitimate need for that information (such as individual law enforcement agents or those enforcing intellectual property rights on behalf of third parties).
5.1 You are not allowed to display the ICANN or ICANN-Accredited Registrar logo, or otherwise represent yourself as Accredited by ICANN, unless you have written permission from ICANN to do so.
5.2 Any registration agreement used by you will include all registration agreement provisions and notices required by the ICANN Registrar Accreditation Agreement and any ICANN Consensus Policies, and will identify Netistrar as the sponsoring registrar or provide a means for identifying the sponsoring registrar, such as a link to the InterNIC Whois lookup service.
5.3 You will identify Netistrar as the sponsoring registrar upon inquiry from your customers.
5.4 You will comply with any ICANN-adopted Specification or Policy that establishes a program for accreditation of individuals or entities who provide proxy and privacy registration services (a “Proxy Accreditation Program”). Among other features, the Proxy Accreditation Program may require that:
5.4.1 proxy and privacy registration services may only be provided in respect of domain name registrations by individuals or entities Accredited by ICANN pursuant to such Proxy Accreditation Program; and
5.4.2 Netistrar will prohibit Resellers from knowingly accepting registrations from any provider of proxy and privacy registration services that is not Accredited by ICANN pursuant the Proxy Accreditation Program. Until such time as the Proxy Accreditation Program is established, Netistrar will require Resellers to comply with the Specification on Privacy and Proxy Registrations attached hereto.
5.5 You will provide your customers with a link to an ICANN webpage detailing registrant educational information, ie:
5.5.1 ICANN has published an educational webpage summarizing the terms of the Registrar Accreditation Agreement and related Consensus Policies (as of the date of this Agreement, located at: http://www.icann.org/en/registrars/registrant-rights-responsibilities-en.html(http://www.icann.org/en/registrars/registrant-rights-responsibilities-en.html). You will provide a link to such webpage on any website you may operate for domain name registration or renewal clearly displayed to its Registered Name Holders at least as clearly as your links to policies or notifications required to be displayed under ICANN Consensus Policies. ICANN may, in consultation with registrars, update the content and/or URL for this website.
5.6 In the event we learn that you are causing us to be in breach of any of the provisions of this Agreement, we will take reasonable steps to enforce our agreement with you so as to cure and prevent further instances of non-compliance.
5.7 You will publish on your website(s) and/or provide a link to the Registrants’ Benefits and Responsibilities Specification attached hereto and will not take any action inconsistent with the corresponding provisions of this Agreement or applicable law.
5.8 We will use commercially reasonable efforts to enforce compliance with the provisions of the agreement between ourselves and you that relate to the provisions of Registrar Services.
6.1 The Netistrar Control Panel that we provide for you enables you to access all relevant information about the domain names on your account, in a format that enables us to respond accurately to any enquiries from ICANN compliance.
6.2 We hereby grant a non-transferable, non-exclusive licence for the term of this Agreement to you (for the benefit of yourself and your customers) to use the Netistrar Control Panel to the extent necessary to receive the benefit of the Services.
6.3 Prior to providing Users with access to the Services, or Netistrar Control Panel, you shall:
6.3.1 Only access to the Services via the access method provided by us and shall not provide access to anyone other than an authorised user.
6.3.2 Ensure that in connection with the receipt of the Services, Netistrar Control Panel by yourself you shall comply with the following conditions of use:
220.127.116.11 the Services and/or Netistrar Control Panel may only be used in connection with your own business purposes; and
18.104.22.168 the Services and/or Applications may only be used in connection with modern HTML5 and above browsers.
6.3.3 Except to the extent such activities are expressly agreed by the parties to this Agreement:
22.214.171.124 Your rights to use the Services and/or Netistrar Control Panel do not permit you to copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any part of the Services and/or Netistrar Control Panel;
126.96.36.199 Your rights to benefit from the Services and/or Netistrar Control Panel does not permit you to combine, merge or otherwise permit the Services or Netistrar Control Panel (or any part of them) to become incorporated in any other program, other than as part of your own web services for the registration of domain names and associated services as enabled by the Netistrar Control Panel tools , nor arrange or create derivative works based on it;
188.8.131.52 Your rights to benefit from the Services and/or Netistrar Control Panel does not permit you to attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the underlying software (or any part of it) that is used to provide the Services and/or Netistrar Control Panel, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988; and
184.108.40.206 Your rights to benefit from the Services and/or Netistrar Control Panel do not permit you to observe, study or test the functioning of the underlying software (or any part of it) that is used to provide the Services and/or Netistrar Control Panel, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988.
6.3.4 You warrants that you shall keep confidential and, except as provided for in this Agreement, not share with any third party any ‘PIN’, ‘ID’ or similar password (if applicable) that you are provided with to facilitate access to the Services and/or Netistrar Control Panel. You shall keep up-to-date records of any such passwords issued to you.
6.3.5 You shall use due care and diligence to avoid introducing any software virus or other contaminant (including any bugs, worms, logic bombs, trojan horses or any other self propagating or other such program) that may infect or cause damage to the Services, Netistrar Control Panel or our systems or otherwise disrupt the provision of the Services.
6.3.6 In case of unauthorised use of the Services by you, we reserve the right to deny access to the Services and/or Netistrar Control Panel to you.
7.1 You will not sub-contract this agreement or knowingly create any sub-resellers on your account.
8.1 You shall pay us the Fees in connection with the registration of domain names and associated services through the Netistrar Control Panel.
8.1 All amounts due under this Agreement are exclusive of VAT, sales or other tax applicable which shall be paid in addition by Customer at the rate and in the manner for the time being prescribed by law.
9.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform its obligations under this Agreement.
9.2 We warrant and represent to you that:
9.2.1 We have the right, power and authority to grant to you the rights (if any) contemplated herein and supply the Services and/or license the Netistrar Control Panel;
9.2.2 the Netistrar Control Panel will provide users with adequate instructions to enable them to effectively use the Services and/or Netistrar Control Panel; and
9.2.3 the receipt of the Services or the use of the Netistrar Control Panel does not infringe the Intellectual Property Rights of any third party.
9.3 The warranties and representations specified in clause [9.2] are subject to you giving notice to us as soon as it is reasonably practicable to do so upon becoming aware of the breach of warranty or representation. When notifying us of a breach, you shall use your reasonable endeavours to provide us with such documented information, details and assistance as we may reasonably request.
9.4 Upon notification in writing we undertake to use all reasonable endeavours to remedy any fault arising from a breach of clause 9.2 within 90 days after notification. If we rectify such fault within such time then we will have no other liability of any kind in respect of the fault. Such remedy shall be free of charge to you unless the fault is found not to arise from a breach of clause 9.2, at which point you shall pay all reasonable and demonstrable costs and expenses associated with the fault incurred by us.
9.5 You acknowledge and agree that:
9.5.1 We are not and cannot be aware of the extent of any potential Losses resulting from any failure by us to discharge our obligations under this Agreement;
9.5.2 the Services and/or Netistrar Control Panel have not been prepared to meet your individual requirements and that they cannot be tested in every operating environment so as to produce software which is error free or operates without interruption; and
9.5.3 it is your responsibility to ensure the facilities and functions of the Services and/or Netistrar Control Panel meet your requirements.
9.6 We do not warrant or represent that the Services and/or Netistrar Control Panel shall be:
9.6.1 uninterrupted or error free; or
9.6.2 interoperable with third party software or equipment.
9.7 Save to the extent set out in this clause 9 (Warranties) or to the extent that any exclusion is prohibited by law, no other representations, warranties or conditions, express or implied, statutory or otherwise (including as to condition, satisfactory quality, performance or fitness for purpose), are given or assumed by us in respect of the Services, Netistrar Control Panel and any such representations, warranties or conditions are hereby excluded.
9.8 Any warranties given by us shall be subject to you using the Services and/or Netistrar Control Panel in compliance with this Agreement, and we shall not be liable under this clause for, or required to remedy, any problem arising from any defect or error wholly caused by third party software used in connection with the Services and/or Netistrar Control Panel.
10.1 We shall provide the Services in accordance with Applicable Law to the extent that such Applicable Law is general in nature or which affects or relates to a supply of services that are the same or similar to the Services.
10.2 You shall use the Services and/or Applications in accordance with Applicable Law to the extent that such Applicable Law is specific to your business.
11.1 All Intellectual Property Rights in and to the Services, and Netistrar Control Panel shall vest and remain vested in us. To the extent that you acquire any Intellectual Property Rights in the Services, and/or Netistrar Control Panel, you hereby assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us. You shall execute all such documents and do such things as we may consider necessary to give effect to this clause.
11.2 We shall indemnify, and keep you, your officers, directors, employees, agents, successors, and assignees (the Provider Indemnified Party) indemnified at all times from and against any and all Losses, which are suffered by, and defend, and hold harmless against any Losses which are brought or threatened against, the Provider Indemnified Party, in respect of the use of the Services and/or the Netistrar Control Panel infringing the Intellectual Property Rights of any third party (Provider IPR Claim), provided that we shall have no such liability if you:
11.2.1 do not notify us in writing setting out full details of any Provider IPR Claim of which it has notice as soon as is reasonably possible;
11.2.2 make any admission of liability or agree any settlement or compromise of the relevant Provider IPR Claim without our prior written consent;
11.2.3 do not let us at our request and own expense have the conduct of or settle all negotiations and litigation arising from the relevant Provider IPR Claim; or
11.2.4 do not, at our request and own expense, give us all reasonable assistance in the circumstances described above.
11.3 If any Provider IPR Claim is made or is reasonably likely to be made against Provider Indemnified Party, we shall promptly and at our own expense either:
11.3.1 procure for you the right to continue using the Services and/or Netistrar Control Panel; or
11.3.2 use our reasonable endeavours to modify or replace the infringing part of the Services, Netistrar Control Panel and without adversely affecting the functionality of the Services as set out in this Agreement so as to avoid the infringement or alleged infringement. Apart from the indemnity given by us above, this shall be your sole and exclusive remedy in respect of the Services infringing Intellectual Property Rights.
12.1 You hereby grant (and shall procure the grant of) a royalty-free, non-transferable (save to the extent set out in this clause 12), non-exclusive licence for the term of this Agreement to us (together with a right for us to sub-licence the same to and any third party suppliers for use on our behalf) to use the Customer Data to the extent necessary to perform the Services and/or provide access to the Netistrar Control Panel.
12.2 You acknowledge that we have no control over any Customer Data hosted as part of the provision of the Services and do not purport to monitor the content of Customer Data.
12.3 You shall, and shall procure that, the Customer Data does not:
12.3.1 breach Applicable Law;
12.3.2 infringe any third party Intellectual Property Rights; or
12.3.3 contain any material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous, (together Infringing Data).
12.4 We shall notify you immediately if we become aware of any allegation that any Customer Data may be Infringing Data and we shall have the right to remove or correct Customer Data without the need to consult you.
12.5 You shall indemnify, and keep us, our officers, directors, employees, agents, successors, and assignees (the Customer Indemnified Party) indemnified at all times from and against any and all Losses, which are suffered by, and defend, and hold harmless against any Losses which are brought or threatened against, Customer Indemnified Party, in respect of any Infringing Data (Customer Data Claim), provided that you shall have no such liability if we:
12.5.1 do not notify you in writing setting out full details of any Customer Data Claim of which it has notice as soon as is reasonably possible;
12.5.2 make any admission of liability or agree any settlement or compromise of the relevant Customer Data Claim without your prior written consent (which shall not be unreasonably withheld or delayed);
12.5.3 do not let you at your request and own expense have the conduct of or settle all negotiations and litigation arising from the relevant Customer Data Claim; or
12.5.4 do not, at your request and own expense, give you all reasonable assistance in the circumstances described above.
13.1 Each party shall provide the other party with reasonable assistance in complying with its obligations under applicable Data Protection Legislation insofar as necessary to facilitate each party’s compliance with each party’s obligations in this Agreement.
13.2 The parties acknowledge and agree that you shall be the Data Controller in respect of any Personal Data contained within the Customer Data.
13.3 In connection with the provision of the Services, the Data Processor shall:
13.3.1 process the Personal Data belonging to the Data Controller only in accordance with instructions from the Data Controller;
13.3.2 process the Personal Data belonging to the Data Controller only to the extent, and in such manner, as is necessary for the performance of its obligations under this Agreement;
13.3.3 implement appropriate technical and organisational measures to protect the Personal Data belonging to the Data Controller against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected.
14.1 This Agreement shall commence on the Commencement Date and shall (subject to earlier termination pursuant to this clause 14) continue for an initial period of 12 months. It shall thereafter continue automatically until terminated in accordance with the terms of this Agreement.
14.2 Either party shall have the right to terminate this Agreement without liability to the other party on the provision of 30 days’ written notice to the other party.
14.3 Either party may, without prejudice to its other rights and remedies, by notice in writing to the other party immediately terminate this Agreement if the other:
14.3.1 is in material or persistent breach of any of its obligations under this Agreement and if that breach is capable of remedy and the other has failed to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
14.3.2 is the subject of an Insolvency Event.
15.1 In the event of termination of this Agreement for any reason:
15.1.1 the right to access the Services, and Netistrar Control Panel provided under this Agreement shall terminate immediately;
15.1.2 You shall within seven days return or destroy (at our option) all our Confidential Information in your possession or under your control and all copies of such information; and
15.1.3 all provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
16.1 Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not without the prior written consent of the other use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under this Agreement.
16.2 Each party undertakes to:
16.2.1 disclose the other party’s Confidential Information only to those of its officers, employees, agents, professional advisers and contractors (including Provider personnel) to whom and to the extent to which such disclosure is necessary for the purposes contemplated under this Agreement; and
16.2.2 to procure that such persons are made aware of and agree in writing to observe the obligations in this clause.
16.3 Each party shall give notice to the other of any unauthorised misuse, disclosure, theft or loss of the other party’s Confidential Information immediately upon becoming aware of the same.
16.4 The provisions of this clause shall not apply to information which:
16.4.1 is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;
16.4.2 is lawfully received by the recipient from a third party free of any obligation of confidence at the time of its disclosure;
16.4.3 is independently developed by the recipient, without access to or use of such information; or
16.4.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant party, where possible, notifies the other party at the earliest opportunity before making any disclosure.
16.5 The obligations under this clause shall survive the variation, expiry or termination of this Agreement for a period of five years thereafter.
17.1 This clause sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents, consultants and subcontractors) to you in respect of:
17.1.1 any breach of this Agreement including any deliberate breach of this Agreement by us, our employees, agents or subcontractors;
17.1.2 any use made by you of the services supplied us, the Netistrar Control Panel or any part of them; and
17.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
17.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
17.3 Nothing in this Agreement limits or excludes the liability of either party to the other:
17.3.1 for death or personal injury resulting from negligence; or
17.3.2 for any damage or liability incurred by the either party as a result of fraud or fraudulent misrepresentation by the other
17.4 Subject to clause 17.2 and clause 17.3, we will not be liable to you whether under contract law, tort (including negligence) or otherwise, for:
17.4.1 any loss of profit, revenue or other type of economic loss (whether direct or indirect);
17.4.2 loss of business or contracts;
17.4.3 loss of expected savings or goodwill; or
17.4.4 any consequential or indirect losses arising out of or in connection with the contract, including but not limited to:
220.127.116.11 any mistake or missing information in the register; and
18.104.22.168 loss of registration or use, or both (for whatever reason and whether temporary or otherwise), of a domain name.
17.5 In relation to each component of the Services for which a separate fee is charged, our liability to you shall be no greater than the fees received by us for performing the specific transaction(s) that gave rise to the liability. Our aggregate liability for all claims of any sort shall not exceed the aggregate amount received by us from you over the previous 12 months of this Agreement.
18.1 Severance: If a court rules that any of these conditions is not valid or cannot be enforced, the other conditions will continue to be valid and enforceable.
18.2 Third parties: This contract does not give you any legal rights against other people who have registered .uk domain names or give other people rights against us for any reason.
18.3 Taxes: Unless stated otherwise, the fees for our services do not include taxes. You will be responsible for any sales tax, consumption tax, transfer duty, custom duty, octroi duty, excise duty, income tax, and all other taxes and duties, whether international, national, state or local, however designated, which are levied or imposed or may be levied or imposed, with respect to the services provided under this agreement.
18.4 No partnership or agency: Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
18.5 Notices: Any notice given to a party in connection with this Agreement will be in English (or accompanied by an English translation) and will:
18.5.1 be considered to have been served if hand-delivered, or sent by prepaid post, or e-mail
18.5.2 if for you, be sent for the attention of the person, at the address, or email address specified in the Schedule.
18.5.3 if for us, be sent by post for the attention of legal services at our registered office address (stated at the top of this Agreement), or by email to [email protected]
18.5.4 apply from the date it was delivered, or if not delivered the date it was sent or posted.
18.6 Entire agreement: These conditions are the entire agreement between you and us and replace all previous contracts, understandings and representations, whether spoken or written.
18.7 Force Majeure: Neither party shall be liable to the other for any loss or damage resulting from any cause beyond its reasonable control (a “Force Majeure Event”) including, but not limited to, insurrection or civil disorder, riot, war or military operations, national or local emergency, acts or directives or omissions of government or other competent authority, compliance with any statutory obligation or executive order, strike, lock-out, work stoppage, industrial disputes of any kind (whether or not involving either party’s employees), any Act of God, fire, lightning, explosion, flood, earthquake, eruption of volcano, storm, subsidence, weather of exceptional severity, equipment or facilities breakages / shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond that party’s reasonable control, and acts or omissions of persons for whom neither party is responsible. Upon occurrence of a Force Majeure Event and to the extent such occurrence interferes with either party’s performance of this Agreement, such party shall be excused from performance of its obligations (other than payment obligations) during the first three months of such interference, provided that such party uses best efforts to avoid or remove such causes of non performance as soon as possible.
18.8 Waiver: Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of any such right or remedy. A waiver (which may be given subject to conditions) of any right or remedy provided under this Agreement or by law shall only be effective if it is in writing and shall apply only to the party to whom it is addressed and for the specific circumstances for which it is given. It shall not prevent the party who has given the waiver from subsequently relying on the right or remedy in other circumstances. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
18.9 Governing law and jurisdiction: This contract is made under the law of England and any court proceedings must be in the English courts. If you are a consumer in Scotland, Wales or Northern Ireland, we will accept your local law and courts. Enforcement of a court order may be done in any law or court system that is relevant.