Terms & Conditions

Parties

  • 1

    iShop Ltd, a company incorporated in England and Wales, company registration number 3493920, and having its registered office at Thremhall Park, Bishops Stortford, Hertfordshire, CM22 7WE, (‘iShop’).

Background

  • 1

    iShop delivers and manages e-commerce solutions and website hosting services to multiple users via the Internet.

  • 2

    iShop has agreed to provide the Services to the Customer in accordance with the terms and subject to the conditions set out below.

Agreed Terms

  • 1

    Definitions

  • 1.1

    In this Agreement the following words shall have the following meanings:

  • 1.1.1

    “Business Day” means any day (other than Saturday or Sunday) which the clearing banks are open for normal banking business in the city of London;

  • 1.1.2

    “Card Data” means a card holder’s data on their payment card;

  • 1.1.3

    “Computer Virus” means any programs or data incorporated into software or data that disrupts the proper operation of a computer hardware system or the associated software;

  • 1.1.4

    “Confidential Information” means any and all information in whatsoever form relating to iShop or the Customer, or the business, prospective business, technical processes, computer software (both source code and object code), Intellectual Property Rights or finances of iShop or the Customer (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s possession by virtue of its entry into this Agreement or provision of the Services, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information;

  • 1.1.5

    “Customer Content” means all materials created or supplied by the Customer to iShop for inclusion in the Website;

  • 1.1.6

    “Fees” means fees as set out in Schedule Two;

  • 1.1.7

    “Intellectual Property Rights” means all copyrights, patents, utility models, trade marks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;

  • 1.1.8

    “Operating Rules” means any rules or protocols, in whatever form recorded, that affect the Customer’s access to or use of the Services, and made available by iShop from time to time to the Customer;

  • 1.1.9

    “PCI DSS” means the Payment Card Industry Data Security Standards as endorsed by VISA and MasterCard and all other leading card brands;

  • 1.1.10

    “Personnel” means any employees, officers, agents or contractors of either party;

  • 1.1.11

    “Portal” means the “iShop” website located at www.ishop.co.uk;

  • 1.1.12

    “Services” means the software, applications and website hosting services together with the design and consultancy services of iShop, as specified in Schedule One and made available to the Customer (together with any Operating Rules) and including any computer software programs and, if appropriate, Updates thereto;

  • 1.1.13

    “Updates” means any new or updated applications services or tools (including any computer programs) made available by iShop as part of the Services;

  • 1.1.14

    “Website” means the Customer's website or sites as created and hosted by iShop.

Terms

  • 2

    Services

  • 2.1

    Sitemaps are generated and updated in realtime so your automatically exported data will always be up-to-date.

  • 2.2

    iShop agrees to provide the Services with effect from the date of this Agreement until it is terminated in accordance with the terms of this Agreement (“the Term").

  • 2.3

    The terms of this Agreement may be varied from time to time by agreement between the parties in writing.

  • 2.4

    iShop warrants that by performing the Services it will not knowingly infringe the rights of any third party (including but not limited to Intellectual Property Rights) in any jurisdiction or be in breach of any obligations it may have to a third party. iShop further warrants that it is not prohibited from providing the Services by any statutory or other rules or regulations in any relevant jurisdiction.

  • 3

    Availability

  • 3.1

    The Customer acknowledges that iShop’s systems, servers, and equipment may from time to time be inoperative or only partly operational as a consequence of mechanical breakdown, maintenance, hardware or software upgrades, telecommunication connectivity problems or other causes outside its control.

  • 3.2

    In the event of any such interruptions iShop will notify the Customer by e-mail or facsimile as soon as reasonably practicable of any such interruptions to its ability to provide the Services.

  • 3.3

    iShop agrees to rectify faults or problems and to restore the system to full operational capacity as soon as reasonably practicable.

  • 4

    Licenses

  • 4.1

    The parties acknowledge that this Agreement does not have the effect of transferring the ownership of any Intellectual Property Rights.

  • 4.2

    Subject to the Customer’s payment of the Fees, the Customer is granted a non-exclusive and non-transferable licence to use the Services (including any associated software, Intellectual Property Rights and Confidential Information) during the Term.

  • 4.3

    Any Intellectual Property Rights owned by either party and required for the performance by the other party of its obligations under this Agreement shall be licensed to that other party on a non-exclusive, royalty-free basis for the purpose of fulfilling that party’s obligations under this Agreement and for the period during which the use of that Intellectual Property Rights by that party pursuant to this Agreement is required.

  • 4.4

    All Intellectual Property Rights and title to the Services (save to the extent incorporating any Customer or third party owned item) shall remain with iShop and/or its licensors and no interest or ownership therein is conveyed to the Customer under this Agreement. No right to modify, adapt, or translate the Services or create derivative works therefrom is granted to the Customer. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the software comprised within the Services.

  • 4.5

    Disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Services is prohibited. To the extent that the Customer is granted the right by law to decompile such software in order to obtain information necessary to render the Services interoperable with other software (and upon written request by the Customer identifying relevant details of the Services with which interoperability is sought and the nature of the information needed), iShop will provide access to relevant information. iShop has the right to impose reasonable conditions including but not limited to the imposition of a reasonable fee for providing such information.

  • 4.6

    Unless otherwise specified in this Agreement, the Services are provided and may be used solely by the Customer in the development and revision of the Website. The Customer may not (i) lease, loan, resell or otherwise distribute the Services save as permitted in writing by iShop; (ii) use the Services to provide ancillary services related to the Services; or (iii) except as permitted in this Agreement, permit access to or use of the Services by or on behalf of any third party.

  • 4.7

    The Customer must provide, at its own cost, all telecommunications services, computers and other equipment or services necessary to enable it to have access to the Services.

  • 4.8

    The Customer must comply with all the rules and regulations that apply to the communications means by which the Customer obtains access to the Services.

  • 4.9

    The Customer warrants and represents that it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Services granted under this Agreement is limited as set out under this Agreement.

  • 5

    Payments

  • 5.1

    In consideration of the provision of the Services by iShop, the Customer shall pay to iShop the Fees as set out in Schedule 2.

  • 5.2

    The Customer acknowledges that there may be additional charges or disbursements in relation to additional services required by the Customer beyond those set out in this Agreement. Any such additional charges or disbursements will be agreed on in writing in advance between the parties and invoiced separately.

  • 5.3

    iShop shall render invoices to the Customer in respect of the Fees and such disbursements as shall have been reasonably incurred by iShop in connection with the provision of the Services on a monthly basis or at such other times or periodical basis as agreed between the parties from time to time.

  • 5.4

    All fees shall be paid by direct debit and the Customer shall, by the date at which the Website becomes operational, have put in place any necessary direct debit mandate to provide for payment of the Fees as set out in this Agreement.

  • 5.5

    All invoices by iShop to the Customer shall be rendered in pounds Sterling and shall be payable in full by the customer together with any Value Added Tax (if applicable) within ten (10) Business Days of receipt of a properly rendered invoice. Where payment for the provision of the Services is late, iShop reserves the right to suspend the provision of the Services by giving five (5) Business Days notice to the Customer and shall be entitled to charge interest on all overdue Fees and disbursements (including disputed amounts that are withheld) at a rate of 3 per cent (3%) above the annual base rate of Lloyds Bank plc.

  • 6

    Warranties

  • 6.1

    iShop gives no condition, warranty, or undertaking, and makes no representation to the Customer about the suitability of, or fitness of the Services for the Customer’s purposes other than those conditions, warranties, undertakings or representations expressly set out in this Agreement.

  • 6.2

    iShop warrants that it has the right to license the Services and that the Services will operate to provide the facilities and functions implemented by iShop. The foregoing warranties shall not (i) cover deficiencies or damages relating to any third party components not furnished by iShop; or (ii) any third party provided connectivity necessary for the provision or use of the Services. In the event of a breach of the warranties under this clause 6, iShop shall have no liability or obligations to the Customer other than to reimburse the Fees for the Services not rendered.

  • 6.3

    Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. No warranty is made regarding the results of usage of the Services or that the functionality of the Services will meet the requirements of the Customer or that the Services will operate uninterrupted or error free. This clause shall survive the termination of this Agreement.

  • 6.4

    Each party warrants to the other that:

  • 6.4.1

    it has authority to enter and to perform its obligations under this Agreement; and

  • 6.4.2

    it has the ability to perform its obligations under this Agreement.

  • 6.5

    iShop warrants to the Customer that the Services:

  • 6.5.1

    will be provided by appropriately qualified and experienced Personnel using all reasonable care and skill;

  • 6.5.2

    will in all material respects substantially comply with Schedule 1; and

  • 6.5.3

    will not knowingly infringe the Intellectual Property Rights of any third party.

  • 6.6

    The Customer warrants that:

  • 6.6.1

    the use by iShop of any Customer Content submitted to iShop under this Agreement will not infringe the rights of any person or contravene any law;

  • 6.6.2

    at the time of entering into this Agreement it is not relying on any representation made by iShop which has not been expressly set out in this Agreement;

  • 6.6.3

    it shall install and maintain Computer Virus protection software of not less than industry standard, and take all other reasonable steps to ensure that any software used in connection with Services, and any material or data provided to iShop will be free from any Computer Virus and will not damage or corrupt any other data or system; and

  • 6.6.4

    that it is solely responsible for communicating with persons who access the Website and that it will not divert any Customer complaints or concerns to iShop.

  • 6.7

    iShop shall not be liable for defects resulting from improper use of the Services by the Customer or by another third party.

  • 7

    Limitation of Liability

  • 7.1

    iShop does not exclude or limit its liability to the Customer for fraud, death or personal injury caused by any negligent act or omission or wilful misconduct of iShop in connection with the provision of the Services.

  • 7.2

    In no event shall iShop be liable to the Customer whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. ‘Consequential Loss’ shall for the purposes of this clause mean (i) pure economic loss; (ii) losses incurred by any customer of the Customer or other third party; (iii) loss of profits (whether categorised as direct or indirect); (iv) losses arising from business interruption; (v) loss of business revenue, goodwill or anticipated savings; (vi) losses whether or not occurring in the normal course of business, wasted management or staff time and; (vii) loss or corruption of data.

  • 7.3

    Subject to clauses 7.1 and 7.2, the total liability of iShop (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed one hundred (100) per cent of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by the Customer to iShop during the preceding twelve (12) month period or, if the duration of the Agreement has been less than twelve (12) months, such shorter period, as applicable.

  • 7.4

    In no event shall the Customer raise any claim under this Agreement more than two (2) years after (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the termination of this Agreement. This clause shall survive the termination of this Agreement.

  • 7.5

    iShop will not be responsible for the accuracy and / or functionality of the Customer Content in the form in which it is provided by the Customer or as modified upon and in accordance with the Customer’s instructions for inclusion on the Website.

  • 7.6

    If iShop reasonably forms the view that the Customer Content of the Website may be pornographic, defamatory, misleading or deceptive or otherwise in breach of any third party’s rights or in contravention of applicable law, iShop may without prior notice or any liability remove that Customer Content from the Website and shall within twenty-four (24) hours thereafter notify the Customer of its removal.

  • 8

    Intellectual Property Claims

  • 8.1

    If all or any part of the Services becomes, or in the opinion of iShop may become, the subject of a claim or suit of infringement, iShop at its own expense and sole discretion may:

  • 8.1.1

    procure for the Customer the right to continue to use the Services or the affected part thereof; or

  • 8.1.2

    replace the Services or affected part with other suitable non-infringing service(s); or

  • 8.1.3

    modify the Services or affected part to make the same non-infringing.

  • 8.2

    iShop shall have no obligations under this clause 8 to the extent that a claim is based on:

  • 8.2.1

    the combination, operation or use of the Services with other services or software not provided by iShop, if such infringement would have been avoided in the absence of such combination, operation or use; or

  • 8.2.2

    use of the Services in any manner inconsistent with this Agreement; or

  • 8.2.3

    the negligence or wilful misconduct of the Customer.

  • 8.3

    The Customer shall indemnify and hold iShop and its suppliers or agents harmless from and against any cost, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from (i) any claimed infringement or violation by the Customer of any Intellectual Property Rights with respect to the Customer’s use of the Services outside the scope of this Agreement; (ii) any access to or use of the Services by a third party, and (iii) use by iShop of any Customer Content including but not limited to the posting and/or transmission of Customer Content on the Website.

  • 9

    PCI DSS - Payment Card Industry Data Security Standard

  • 9.1

    The parties acknowledge that in accordance with the PCI DSS there is a requirement that transactions of the type carried out by the parties pursuant to this Agreement comply with certain standards.

  • 9.2

    In order to comply with the requirements of PCIDSS the parties agree that:

  • 9.2.1

    iShop will be responsible for the security of the Card Data whilst in the possession of iShop;

  • 9.2.2

    iShop acknowledges that the Card Data may only be used for the purpose of assisting customers in completing a transaction, supporting a loyalty program, providing fraud control services, or for uses specifically required by law;

  • 9.2.3

    iShop has put in place and will keep in place reasonable and appropriate business continuity plans and processes to ensure that iShop will continue to provide its services to the Customer in the event of a major disruption or failure;

  • 9.2.4

    iShop agrees that payment card industry representatives or payment card industry approved third parties will be provided with full cooperation and access by iShop to conduct a thorough security review of iShop’s facilities and systems after a security intrusion in order to validate compliance with PCIDSS;

  • 9.2.5

    iShop acknowledges that the Card Data is confidential information. iShop agrees to continue to treat the Card Data as confidential following termination of this Agreement.

  • 10

    Marketing

  • 10.1

    The parties acknowledge and agree that iShop may use any of the Customer’s names, logos, domain names and trademarks for the following purposes:

  • 10.1.1

    use on the Portal;

  • 10.1.2

    use in iShop’s written documentation; and

  • 10.1.3

    any other marketing uses, with the prior consent of the Customer.

  • 10.2

    The Customer agrees to provide a link to iShop’s home page from the Customer’s primary site navigation. This link shall be as agreed between the parties or in default of agreement in the form ‘This Website is hosted by iShop’ and shall appear at the bottom of the Customer’s primary site navigation.

  • 11

    Operating Rules

  • 11.1

    The Customer acknowledges that it will comply with iShop’s Operating Rules as published here. iShop's Operating Rules form a standard policy for the conduct of iShop’s business and are necessary for the orderly and efficient provision of Services to its customers.

  • 12

    Termination

  • 12.1

    iShop may immediately terminate this Agreement or the provision of any Services provided pursuant to this Agreement if the Customer has used or permitted the use of the Services otherwise than in accordance with this Agreement.

  • 12.2

    The Customer shall be entitled to terminate this Agreement:

  • 12.2.1

    on one month's written notice at any time;

  • 12.2.2

    at any time without notice if iShop is prohibited, under the laws of England or otherwise, from providing the Services.

  • 12.3

    Either party shall be entitled to terminate this Agreement at any time without notice if:

  • 12.3.1

    the other party ceases or threatens to cease to carry on business; or

  • 12.3.2

    the other party is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation shall be bound by and assume iShop’s obligations hereunder);

  • 12.3.3

    the other party compounds with or convenes a meeting of its creditors or has a receiver, manager or similar official appointed in respect of its assets; or

  • 12.3.4

    the other party has an administrator appointed or documents are filed with the court for the appointment of an administrator or notice is given of an intention to appoint an administrator by such party or its directors or by a qualifying floating charge holder (as defined in the Insolvency Act 1986, paragraph 14 schedule B1); or

  • 12.3.5

    any similar event occurs under the law of any other jurisdiction in respect of that party.

  • 12.4

    Either party shall be entitled to terminate this Agreement on written notice to the other party if the other party commits a material breach of any term of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied within five (5) Business Days of receipt by the other party of a notice from the non-defaulting party specifying the breach and requiring it to be remedied.

  • 12.5

    On request, and in any event on termination of this Agreement for whatever reason, each party shall deliver up all Confidential Information and (to the extent not so comprised therein) all correspondence, documents and other property belonging or relating to the other party, and neither party shall, without the prior written consent of the other, make or retain copies of any such documents.

  • 12.6

    Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties arising in any way out of this Agreement as at the date of termination and, in particular but without limitation, the right to recover damages against the other. Clauses 6, 7, 8, 12, 13, 14 and 15 shall, for the avoidance of doubt, survive the expiration or sooner termination of this Agreement and shall remain in force and effect.

  • 13

    Confidential Information

  • 13.1

    Each party may use the Confidential Information of a disclosing party only for the purposes of this Agreement and must keep confidential all Confidential Information of each disclosing party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.

  • 13.2

    Either party may disclose the Confidential Information of the other party to those of its sub-contractors and agents who have a need to know the Confidential Information for the purposes of this Agreement but only if the sub-contractors or agent executes a confidentiality undertaking in a form approved by the other party.

  • 13.3

    Both parties agree to return all documents and other materials containing Confidential Information immediately upon completion of the Services.

  • 13.4

    The obligations of confidentiality under this Agreement do not extend to information that:

  • 13.4.1

    was rightfully in the possession of the receiving party before the negotiations leading to this Agreement;

  • 13.4.2

    is, or after the date of this Agreement, becomes public knowledge (otherwise than as a result of a breach of this Agreement); or

  • 13.4.3

    is required by law to be disclosed.

  • 14

    Data Protection

  • 14.1

    Each party undertakes to comply with its obligations under the Data Protection Act 1998.

  • 15

    Data Protection

  • 15.1

    This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, negotiations and discussions between the parties relating to it.

  • 15.2

    Each party acknowledges that in entering into this Agreement it does not do so on the basis of and does not rely on any representation warranty or other provision except as expressly provided herein and all conditions warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. Nothing in this Agreement shall be construed as excluding or limiting liability for fraudulent misrepresentation.

  • 15.3

    Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of employer and employee between the parties.

  • 15.4

    Neither party shall be liable to the other for any default in the performance of their obligations under this Agreement which is beyond their reasonable control.

  • 15.5

    The Customer shall not assign, transfer, charge, encumber or otherwise deal with the whole or any part of this Agreement or its obligations under it.

  • 15.6

    If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected.

  • 15.7

    No waiver by iShop of any breach by the Customer of any provision of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other provision.

  • 15.8

    The parties shall execute all further documents as may be necessary or desirable to give full effect to the terms of this Agreement and to protect the rights of the parties under it.

  • 15.9

    The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

  • 15.10

    This Agreement shall be governed by and interpreted in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the courts of England.

Domains

  • 1.1

    We charge £20 plus VAT for a two year registration or renewal of .uk domain names. We do not charge for cancellations, changes of registration or transfers in or out. We notify domain registrants of upcoming renewals by email within 30 days of the renewal date. If no response is received, further attempts to contact registrants are made, which may include further emails, phone calls and letters, but it remains the registrant's responsibility to inform us if they wish a domain to be renewed. Should a registrant wish to keep a domain name, they must inform us prior to the domain expiration date. If a registrant does not wish to renew a domain, they may inform us at any time throughout the registration. If a registrant does not respond to our attempts at contact, their domain name will not be renewed.

  • 1.2

    If a domain is not renewed we will retain the domain until it is deleted by the registry. If a registrant wishes to renew an expired domain that we still hold, we will attempt to perform a renewal. In some cases, this can result in surcharges to us by domain registries. If additional charges are incurred by us, the registrant must agree to pay these charges before the renewal is performed.

  • 1.3

    Domain registration requests will be actioned within one working day. Notification of successful registration will follow immediately after registration. We cannot guarantee domain availability.

  • 1.4

    Communications pertaining to domains will be acknowledged within two working day.

  • 1.5

    Complaints of abuse relating to a domain for which iShop is the registrar should be sent to abuse@ishop.co.uk.

  • 1.6

    Complaints relating to our domain services can be sent to domain-complaints@ishop.co.uk. You are also able to make a formal complaint about a registrar to Nominet (the .uk registry) here: http://www.nominet.uk/resources/complaints

  • 1.7

    Nominet terms can be found here: http://www.nominet.org.uk/go/terms