Terms and Conditions

In these Conditions:

1.1 "Agreement" means any agreement made subject to these Conditions which shall incorporate these Conditions.

1.2 "Delivery Report" means an E-mail delivery report as defined by the X.400 standard.

1.3 "Company" means MyWebAlert Limited (Registered in England, Registration Number: 05663955) of 15 Thornway, Bramhall, Stockport, Cheshire, SK7 2AF, UK.

1.4 "Configuration" means a URL which is to be monitored together with associated information such as, but not limited to, domain name and email addresses to which alarms and reports are to be sent.

1.5 "Contract Period" means the period of time for a single Configuration that is to be monitored commencing at the Service Commencement Date.

1.6 "Customer" means any person or organisation with whom the Company enters into an Agreement subject to these conditions.

1.7 "Password" means the alpha numeric characters chosen and used exclusively by the Customer at their own risk for the purpose of securing and maintaining the exclusivity of their access to their Configurations.

1.8 "Service" means the services described in the current Company literature.

1.9 "Service Commencement Date" means the date and time advised by the Company at the Company’s discretion.

1.10 "Upgrade Charges" means such charge for such additional Services ordered by the Customer in each case at the rates set out or referred to in the Company’s published tariffs and or such as may be agreed in writing with between the Customer and the Company.

1.11 "Working Day" means Monday to Friday inclusive, excluding Bank Holidays in England.

2. Acceptance of Application

The Company reserves the right to refuse any application for subscription or service.

3. The Service

3.1 The Company shall provide the Service subject to these Conditions.

3.2 The Company operates an internet-based web monitoring service called MyWebAlert!.

3.3 The Service will monitor the Configuration from 3 independent monitoring points.

3.4 The Company aims to deliver the service immediately an application is made. However, this is liable to change due to network problems beyond the Company’s control. Accordingly the Company will not be responsible for any delay in the commencement of monitoring. The Customer will receive a confirmation message that monitoring has begun.

3.5 The Customer shall use all Services provided hereunder solely for its own internal business purposes and shall not resell or transfer to any third party any Service.

3.6 As part of the Services, the Customer consents to receive by e-mail updates and announcements of MyWebAlert! services and special offers.

4. Right to change Password

The Company shall have the right from time to time to change the Customer’s Password for the purpose of essential maintenance, enhancement, modernisation or other work deemed necessary by the Company.

5. Usage

The Customer hereby agrees to:

5.1 Not divulge their password to any third party and use all reasonable endeavours to keep the same confidential and inaccessible to third parties.

5.2 Not to use or permit the usage of the service in an unlawful manner or in contradiction of published legislation and regulations governing the Internet.

5.3 Comply with all applicable local, national and international laws with respect to its use of the Services

6. Limitation of Liability

Notwithstanding anything to the contrary contained in this agreement (including the order), but without in any way limiting customer’s obligations under this agreement, (a) no party will be liable to any other party (nor to any person claiming rights derived from the other party’s rights) for any loss (including consequential loss) or damage howsoever caused - including lost revenues, profits or goodwill, loss of business or loss of data - arising out of or in connection with this agreement or the services provided hereunder (including without limitation as a result of any breach of any warranty or other term of this agreement), regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility thereof, and (b) the Company’s maximum liability arising out of or in connection with this agreement, any product or the services provided hereunder, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), will not exceed the amount paid by customer to the Company during the term hereof.

7. No Warranties

The Company makes no warranties, express or implied, including the warranties of merchantability, fitness for a particular purpose, or non-infringement with respect to its services, or the functionality, performance or results of use of its services.

8. Changes to the Service

If any Network Operator shall discontinue the provision of telecommunications services to the Company or shall alter by modification, expansion, improvement, maintenance or repair of the telecommunications services or any part thereof provided to the Company, the Company shall be entitled to discontinue, alter, modify, expand, improve, maintain, repair, suspend, disconnect or otherwise change the Services as necessary.

9. Suspension

The Service may be suspended by the Company without notice and without prejudice to the company’s Rights of Termination under Clause 10 in the event of:

9.1 If the Customer does or suffers anything to be done which jeopardises the service.

9.2 If the Customer is otherwise in breach of these Terms and Conditions.

10. Termination

Termination of this Agreement can be effected as follows:

10.1 By the Customer. The Customer may terminate this Agreement by giving 1 month's written (E-mail) notice to the Company.

10.2 By the Company. The Company may terminate this Agreement at any time by giving 1 month's written (E-mail) notice to the Customer.

10.3 The Company reserves the right to invalidate any Customer's User name issued to the Customer following termination of this Agreement.

11. Rights on termination

Termination of the Agreement shall not affect any pre-existing liability of the Customer or affect any right of the Company to recover damages or pursue any other remedy in respect of any breach by the Customer of the Agreement.

12. Export Restrictions

There are no export restrictions.

13. Notices

13.1 Any notices under or in connection with this Agreement shall be in writing and shall be delivered by E-mail.

13.2 Any notice shall be deemed to have been duly given by receipt of a Delivery Report by the party sending the notice.

14. Expenses of the Company

The Customer shall pay to the Company all costs and expenses (so that any legal fees shall be based on an indemnity basis) incurred by the Company in enforcing any of these Conditions, or exercising any of its other rights and remedies under the Agreement, including (without prejudice to the generality) all costs incurred in tracing the Customer in the event that legal processes cannot be enforced at the address last notified to the Company.

15. Invalidity

If this Agreement or any part thereof shall be adjudged for any reason to be void, unenforceable or ineffective but would be adjudged to be valid, effective and enforceable if part of the wording were deleted or a provision were reduced in scope this Agreement shall continue with such modifications as may be necessary to make its provisions (or if such be the case its remaining provisions) valid effective and enforceable.

16. Confidentiality

Each party will keep the specific terms of this Agreement confidential and not disclose them to any third party (other than to its attorneys and accountants) without the other party’s prior written consent, except as required by law.

Each party hereto undertakes to the other that it shall keep, and shall procure that its directors and employees shall keep secret and confidential and shall not use or disclose to any other person any information or material of a technical or business nature relating in any manner to the business, products or services of the other party which the first party may receive or obtain in connection with or incidental to performance of this Agreement, provided that:

16.1 First party shall not be prevented from using any general knowledge, experience and skills not treated by the other party as confidential or which do not properly belong to the other party and which the first party may have acquired or developed at any time during this Agreement.

16.2 The first party shall not be prevented from using the information or material referred to above to the extent such information or material comes into the public domain otherwise than through the default or negligence of the first party.

16.3 Notwithstanding the above, either party shall have the right to communicate any information concerning the other party to any Government department or body or other authority established by statute or under subordinate legislation, where such information is required by law or is otherwise properly required under a Code of Practice or otherwise.

17. Assignment

Neither party shall assign or transfer any of its rights or obligations under this Agreement save that the Company may assign to an Associated Company on notice.

18. Clause Headings

Clause headings are for ease of reference and are not part of this Agreement and accordingly shall not affect its Conditions.

19. Other Printed or Standard Conditions

All services are provided on the foregoing conditions which constitute the entirety of the Agreement to the exclusion of any other terms and conditions and no agreement terms and conditions contained in any document sent by the Customer to the Company shall be of any effect with respect to the Agreement unless expressly accepted by a duly authorised officer of the Company in writing. The Customer acknowledges that the Customer has not relied on and shall not be entitled to rescind the Agreement or to claim damages or any other remedy on the basis of any representation, warranty, undertaking or statement which is not set out in these Conditions including any representation made by or on behalf of the Company in relation to the Service which has induced the Customer to enter into this Agreement with the Company.

20. Variation

The Company reserves the right to vary these terms and conditions as a result of changes required by its insurers, operation or administration problems, new legislation, statutory instruments, Government regulations or licences. These Conditions may not otherwise be varied or waived except by express written agreement between both parties.

21. Law and Arbitration

This agreement is subject to the laws of England under the jurisdiction of the Courts of England and any alteration to part of the agreement shall not invalidate the remainder. This agreement incorporates the provisions for arbitration if any are available under any Code of Practice issued by the Network operator under the provision of its licence.