This document sets out the terms under which Web Tapestry, a brand of Axamba Limited of 2nd Floor Delta House, Wavell Road,
Manchester M22 5QZ (hereinafter referred to as "The Seller"), will provide goods and services to The Buyer.
Part 1: General Conditions
"Business Hours" shall be Monday to Friday, 9am to 6pm local time in the UK.
"The Agreement" shall be the agreement between The Seller and The Buyer for the provision of Goods and/or Services formed by
The Conditions and the Order Confirmation(s).
"The Buyer" shall be the person or organisation requesting goods and/or services from The Seller.
"The Conditions" shall be the General Conditions, Acceptable Uses Policy and Service Level Agreement to be read in
conjunction with the Order Confirmation(s).
"Order Confirmation" shall be the confirmation submitted by The Seller to The Buyer by e-mail or otherwise in writing
for the provision of Services in response to The Buyer's order for Services submitted by way of an internet based order form,
or a postal, telephone, fax or e-mail request.
"Services" shall be any services provided to The Buyer pursuant to The Agreement as described on the relevant Order
1.0: In The Agreement, the masculine shall also include the feminine and the neuter, and the singular
includes the plural and vice versa as the context requires.
1.1: The construction, performance and validity of The Agreement will be governed by English law and the
English courts have jurisdiction to settle any disputes which may arise out of or in connection with it.
1.2: No variation or amendment to The Agreement (including any Order Confirmation) is effective unless agreed
in writing and signed by an authorised representative of The Seller.
1.3: The Buyer may not assign the benefit or delegate the burden of The Agreement nor sub-licence any of its
rights under The Agreement (including to an associated company) without the prior written consent of The Seller. Any consent
provided by The Seller under this clause is given on condition that the assignee or licensee, as the case may be, agrees to
comply with the terms of The Agreement as if they were The Buyer. The Seller may assign or sub-contract any or all of its
rights and obligations under The Agreement.
1.4: The failure or delay by either party in exercising any right, power or remedy of that party under The
Agreement will not in any circumstances impair such right, power or remedy nor operate as a waiver or it. The single or
partial exercise by either party of any right, power or remedy under The Agreement will not in any circumstances preclude any
other or further exercise of it or the exercise of any other right, power or remedy.
1.4.1: Any waiver by either party of a breach of or default under the terms of The Agreement by the other
party is not deemed a waiver of any subsequent breach or default and in now way affects the other terms of The Agreement.
1.5: Any notice to be given or made by either party under or in connection with The Agreement must be in
writing and given or made to the other party at its address stated at the time when placing the order or to other addresses as
either party may from time to time notify to the other. Every notice, if so addressed, is deemed to have been duly given or
made, if delivered by hand, upon delivery at the address of the relevant party; if sent by Post, two Business Days after the
date of posting and if transmitted by facsimile or e-mail, at the time of transmission.
2.0: The Seller will endeavour to provide any Services requested by The Buyer in accordance with the
timescale set out on the Order Confirmation(s) but these timescales are estimates provided by The Seller and The Seller
shall inform The Buyer if there is any anticipated delay but shall not be liable to The Buyer where it fails to meet the
2.1: The Seller shall provide Services to The Buyer as described in the Order Confirmation and shall do so
with reasonable care and skill and in accordance with its Service Level Agreement.
2.2: The Seller may, at any time, improve, correct or otherwise modify any of the Services provided to
The Buyer provided that such modification does not materially affect provision of the Services to The Buyer. The Seller shall
endeavour to provide The Buyer with reasonable notice of any such modification where practical.
2.3: The Seller will, upon arrangement and provided that no fees are payable, allow The Buyer reasonable
access to any computer equipment owned by The Buyer but hosted by The Seller as part of its Services. In the event that any
Fees are due to The Seller, then The Seller shall reserve the right to deny access to the equipment. The Seller has a general
and particular lien over any equipment, software or other systems provided by The Buyer until all claims and money payable by
The Buyer to The Seller on any account whatsoever have been received in full clear funds. If The Buyer fails to discharge any
lien with a reasonable timescale then the equipment, software or other systems may be sold in or towards satisfaction of that
lien and The Seller will account to The Buyer for any excess.
2.4: The Seller shall reserve the right to suspend or otherwise discontinue provision of any Services in the
event that any Fees due by The Buyer are unpaid, or in the event that The Buyer is in breach of The Seller's Acceptable Uses
Policy. The Seller shall only be obliged to recommence provision of the suspended Services during Business Hours and only
once The Buyer is no longer in breach of the Acceptable Uses Policy or has paid all relevant outstanding sums due to The
Seller together with any relevant re-instatement fee.
2.5: Where The Buyer has requested to purchase a Domain Name, then The Seller shall only be acting as an
agent for the relevant Domain Name registry, and so a Domain Name registration or renewal is subject to the Terms &
Conditions published by the Domain Name registry. When The Buyer requests to purchase a Domain Name, The Seller shall forward
this request to the relevant Domain Name registry within a reasonable timescale of payment of any Fees due for that
registration being received by The Seller. The Seller shall not be responsible in the event that it is unable to register the
requested Domain Name for whatever reason that the Domain Name is unavailable for registration. Once a Domain Name has been
registered, then The Buyer shall have the right to use that Domain Name in accordance with the relevant Terms & Conditions
of the relevant Domain Name registry for the time period specified in the Order Confirmation. Prior to expiry of the Domain
Name, The Seller shall send a notification to The Buyer by e-mail to the address which it holds for The Buyer. The Buyer
shall notify The Seller of its intention to renew the Domain Name. In the event that a Domain Name passes its expiry date,
then additional charges may be incurred if The Buyer wishes to renew the Domain Name after the expiry date. The Domain Name
registry may also suspend the Domain Name until The Buyer has renewed the Domain Name with The Seller. The Seller reserves
the right to not renew any Domain Name on behalf of The Buyer until payment for its renewal has been received. If a Domain
Name is not renewed within a timescale as specified by the Domain Name registry, then the registry shall reserve the right to
make the Domain Name available for registration by any other person and The Seller shall not be liable to The Buyer if this
occurs. The Buyer shall have no right to bring any claim against The Seller in the event that it is unable to register or
renew a domain name, and The Seller shall reserve the right to impose an administration charge to the equivalent value of the
original registration or renewal request in the event that it is unable to register or renew a domain name.
3.0: The Buyer acknowledges that, given the nature of such Services, that The Seller cannot guarantee that
any Services when delivered via the internet will be uninterrupted or error free.
3.1: The Seller shall provide Services on an "as is" and "as available" basis and no warranty or
representation (expressed or implied) of any kind are given in connection with The Agreement including as to satisfactory
quality and fitness for a particular purpose. In particular, The Seller gives no warranty or representation that:
3.1.1: The Services will meet The Buyer's requirements;
3.1.2: The Services will be provided on an uninterrupted, timely, secure or error-free basis; or
3.1.3: Any results obtained from the use of the Services will be accurate, complete or current.
3.2: The Seller warrants that it will provide any Services with a reasonable care and skill and in accordance
with its Service Level Agreement. The Seller shall not be liable for a breach of such warranty unless The Buyer notifies The
Seller in writing of such failure within 10 working days of The Buyer becoming aware of the failure.
3.3: In the event that The Buyer makes a valid claim against The Seller based on a failure by The Seller to
comply with the warranty set out in clause 3.2, then The Seller shall be required to take such steps as deemed necessary to
remedy such failure and such remedy must be completed by The Seller within 30 days. In the event that The Seller is unable to
remedy such warranty failure, then The Buyer shall be entitled to terminate The Agreement immediately and shall be entitled to
a refund for any Fees paid to The Seller for the provision of Services after the date on which The Agreement is terminated.
If The Seller complies with this clause, then it will have no further liability for a breach of the said warranty.
4.0: The Buyer shall use any Services provided by The Seller in accordance with the Acceptable Uses
4.1: The Buyer acknowledges that it has appropriate knowledge of how to use the Services specified in the
Order Confirmation(s), and acknowledges that The Seller shall have no obligation to:
4.1.1: Train The Buyer on how to use the Services;
4.1.2: Train The Buyer to use any software not provided by The Seller, including - but not limited to - web
browsers, Web Design software, FTP software or e-mail software, which is required to use the Services;
4.1.3: Train The Buyer on the use of hardware not supplied by The Seller but which is required to use the
4.2: If, in the opinion of The Seller, The Buyer is in breach of clauses 4.0 and 4.1 then The Seller may,
without prejudice to its other rights and remedies immediately suspend the provision of the Services; terminate The Agreement
or amend or remove any content appearing on any website or other system hosted by The Seller on behalf of The Buyer.
4.3: Where The Buyer is entitled to resell Services provided by The Seller to a third party, then The Buyer
4.3.1: Obtain acceptance of The Seller's Terms & Conditions by any such third party;
4.3.2: Be fully responsible for the acts and omissions of any such third party; and
4.3.3: Indemnify The Seller for any losses it suffers as a result of such acts or omissions.
4.4: Where The Buyer has resold any Services provided by The Seller to a third party, then The Seller shall
only be entitled to provide any support or respond to any enquiries made directly by The Buyer and shall not be
required to communicate in any way with such third party, except for queries relating to Domain Names where the
third party is the registrant of such Domain Name to the extent that it is required to do so whilst acting as an agent
between the Domain Name registry and the registrant. The Seller will endeavour to direct such third parties to
communicate with The Buyer, but in the event it is required to modify or transfer a Domain Name upon the request of the
registrant, where the registrant is not The Buyer, then The Seller will require a payment of GBP 15.00 from the registrant
prior to the action of any modification or transfer request.
5.0: The Buyer acknowledges The Seller's Payment Terms, which are:
5.0.1: Any Fees due to The Seller are payable in accordance with the agreed payment period, be it Monthly,
Quarterly, Annually or any other payment period agreed between The Seller and The Buyer;
5.0.2: Any Fees paid by The Buyer are not refundable in whole or part if The Agreement is terminated during
the period to which the payment relates;
5.0.3: Additional Fees will become payable if The Buyer exceeds any agreed or stipulated webspace or
bandwidth levels and these Fees will become due immediately upon request by The Seller;
5.1: Any sums payable to The Seller by The Buyer under The Agreement are exclusive of Value Added Tax or any
other similar taxes, levies or duties which will be added to such sums and be payable by The Buyer at the appropriate
5.2: The Seller provides the Services on a payment in advance basis, that is to say any requests for new
Services or renewal of existing Services must be paid for in advance of provision of the Service.
5.3: The Buyer agrees to pay The Seller's invoices by the due date specified on any invoices, whether
delivered to The Buyer electronically, by post or by any other method.
5.4: The Seller reserves the right to suspend any or all Services provided to The Buyer in the event that The
Buyer fails to comply with clauses 5.0 - 5.3. In the event any Fees due for payment under The Agreement are not paid within
21 days of the later of either the due date of any invoice or the commencement date of any service referred to in such invoice,
and without prejudice to any other of its rights and remedies, The Seller will be entitled to remove The Buyer's data from
its systems and to cease provision of any Services. The Seller is not required to back up such data or return the same to The
Buyer prior to any such deletion or service suspension or following termination of The Agreement.
5.5: The Seller may make a search in relation to The Buyer with a credit reference agency and make other
credit enquiries from time to time, keep a record of any search and enquiries and share that information with third parties.
The Seller may also make enquiries about the principal directors/proprietors of The Buyer with a credit reference agency.
6.0: The provisions of this clause 6 and the provisions of clause 3 set out the entire liability of The
Seller (including any liability for the acts of omissions of its consultants, employees, agents, subcontractors and any other
authorised representative) to The Buyer in respect of any breach of The Agreement and any representation, statement or
tortious act or omission including negligence arising under or in connection with The Agreement.
6.1: Nothing in The Agreement excludes or limits the liability of The Seller for personal injury or death
caused by the negligence of The Seller.
6.2: Subject to clause 6.1, the total liability of The Seller in contract, tort (including negligence or
breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated
performance of The Agreement is limited to:
6.2.1: £50,000 for loss of or damage to tangible property; and
6.2.2: for any other kind of loss, the amount of sums paid by The Buyer to The Seller pursuant to The
Agreement (excluding VAT and expenses) during the preceding 12 month period.
6.3: The Seller shall not be liable to The Buyer in contract, tort or misrepresentation or otherwise
(including negligence) for any indirect, consequential or special loss or damage, costs, expenses or other claims for consequential
compensation whatsoever, or for any loss of profit, business, contract, turnover, sales or revenue depletion of goodwill or
otherwise (whether direct or indirect) and whether or not caused by the negligence of The Seller or its employees, agents or authorised
representatives, which arises out of or in connection with The Agreement.
6.4: The Buyer acknowledges that the allocation of risk in The Agreement reflects the price paid for the
Services and it is not within the control of The Seller how or for what purposes they are used.
7.0: The Buyer will fully indemnify and keep The Seller and its associated companies, officers, partners,
employees, subcontractors, agents and authorised representatives fully indemnified from and against all actions, demands,
costs (on a full indemnity basis), losses, penalties, damages, liability, claims and expenses (including legal fees)
whatsoever incurred by it and arising from any of the following:
7.0.1: The Buyer's breach of The Agreement, negligence or other default,
7.0.2: The operation or break down of any IT systems owned or used by The Buyer or
7.0.3: The Buyer's use or misuse of the Service, including any claims made against The Seller arising from
the content of The Buyer's websites, e-mails or other use of The Seller's Services.
8.0: Force Majeure Neither party is under any liability to the other party in respect of
anything which, apart from this provision, may constitute a breach of The Agreement arising by reason of Force Majeure which
means, in relation to either party, circumstances beyond the reasonable control of that party including, but not limited to,
acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire,
explosion, flood, epidemic, lock outs (whether or not by that party), strikes and other industrial disputes (in each case,
whether or not relating to that party's workforce), restraints or delays affecting shipping or carriers, inability or delay in
obtaining supplies of adequate or suitable materials, currency restrictions, systems fault, network failure and unauthorised
use or access to the IT systems of The Seller or The Buyer, to the extent outside of its reasonable control.
9.0: Without prejudice to the remaining provisions of this clause, and any other rights and remedies
available to The Seller, The Seller will provide the Services to The Buyer for a minimum period of 12 months from the
commencement of the Services ("Initial Term") or a different Initial Term if specified as such on the Order Confirmation, and this
shall continue indefinitely until terminated in writing by either party, upon serving 30 days written notice for shared web
hosting or broadband services or 90 days written notice for other Services, but such termination shall occur no earlier than
the expiry of the Initial Term;
9.0.1: Where a broadband customer has migrated to us from another provider or where a new broadband line has
been set up and a setup fee has been paid, then the Initial Term is reduced to 30 days except for FTTC connections where the
initial term shall be 12 months. Where a broadband customer has ordered a new ADSL broadband connection with us and taken the
free setup fee option, then the Initial Term shall remain as 12 months. The minimum term for all FTTC and FTTP connections shall
be 12 months.
9.0.2: Where a broadband customer requests to cease their broadband service, or if a broadband service is
ceased due to their PSTN line being ceased, either at the request of the PSTN line provider or PSTN line user, then The Seller
reserves the right to impose a Cease Fee of £25.00 to cover charges imposed by The Seller's suppliers.
Additionally, the Cease Fee will be charged where the broadband service is transferred to another supplier without the Migration
Authorisation Code (MAC) being used by the gaining Service provider. No Cease Fees will apply in the event that the
broadband service is transferred to another Service Provider where the gaining Service Provide uses the Migration
9.0.3: Where a broadband service is ceased before the end of the minimum term, whether at the request of the end user, or as a result of
migrating to another supplier, or as a result of the PSTN line being ceased either at the request of the PSTN line provider of PSTN line user, then we The Seller
reserves the right to charge an early termination fee equivalent to the fees that would have been due
, then an early termination fee equivalent to the fees that would have been charged should the service have been in place until the end of the minimum term will
9.0.4: For the avoidance of doubt - a broadband service (whether ADSL or FTTC) is dependant upon a live telephone line supplied by BT Openreach
(through BT Retail or any Openreach WLR3 reseller). Should this telephone line be ceased for whatever reason, then this will cause termination of the broadband
service. Should The Buyer continue to require broadband service on that line following reactivation, or any other line, then this will require commencement of a
new service term.
9.1: The Seller may terminate The Agreement, or any part of it, immediately by notice in writing to The Buyer
if The Buyer fails to pay to The Seller any sum due under The Agreement within The Seller's payment terms as specified in
9.2: Either party may terminate the agreement (or at its option, any part of it) by notice in writing to the
other if the other party:
9.2.1: is in material breach of The Agreement and fails (where the breach is capable of remedy) to remedy the
breach within 30 days of the receipt of a request in writing to remedy the breach, such request setting out the breach and
indicating that failure to remedy the breach may result in termination of The Agreement;
9.2.2: becomes the subject of a voluntary arrangement under section 1 of the Insolvency Act 1986;
9.2.3: is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
9.2.4: has a receiver, manager, administrator or administrative receiver appointed over all or any parts of
its undertaking, assets or income, has passed a resolution for its winding up or has a petition presented to any court for its
winding up or for an administration order; or
9.2.5: has ceased or threatened to cease to trade.
9.3: Termination of The Agreement is without prejudice to the rights and duties of either party accrued prior
9.4: The clauses of The Agreement which, where either expressed or implied, have effect after termination
shall continue to be enforceable notwithstanding termination.
9.5: The Seller may, without notice, remove The Buyer's data from its systems and remove The Buyer's access
from its systems at any time after the date upon which The Agreement becomes terminated.
9.6: Upon termination, The Buyer shall:
9.6.1: Cease to use any software, equipment, e-mail accounts and webspace provided by The Seller as part of its
9.6.2: Return to The Seller any hardware or other equipment loaned to The Buyer in connection with the
Services, and any other materials and equipment owned by The Seller; and
9.6.3: Immediately pay all outstanding invoices raised by The Seller pursuant to The Agreement and pay for
all work in progress not previously paid for on a reasonable pro-rata basis (subject to receipt of an invoice for the same from The
9.7: In the event of termination of The Agreement part way through the Initial Period, The Buyer remains
obliged to pay for Services in a timely manner for the remainder of that period.
9.8: Where the Services include the purchase of software licenses by The Seller on behalf of The Buyer, in
the event of the termination of The Agreement The Seller shall not be required to refund any proportion of the software and/or
any licensing fees incurred.
Part 2: Acceptable Uses Policy
For the avoidance of doubt, any activities or actions undertaken by clients, employees, contractors or suppliers of The Buyer
which are in breach of The Seller's Acceptable Uses Policy shall be deemed to be a breach by The Buyer, whether such actions
are undertaken with or without the knowledge or consent of The Buyer.
The Seller does not permit The Buyer to use its services for the purposes of distributing:
- Warez or other pirated software
- Racial Hatred
- Encouragement of Terrorism
- Abusive, Defamatory, Harmful, Malicious, Obscene, Offensive, Pornographic or Threatening Material
- Material which is illegal under UK law
- Copyrighted images, video or audio material without the permission of the copyright holder
The Seller reserves the right to delete any "inappropriate" material from The Buyer's account without prior
The Seller must only use any webspace allocated to him for the purposes of their website, and should not use any webspace for
the purpose of storing files not directly related to the website.
The Seller does not permit the running of IRC client, IRC server, IRC proxy or any other IRC related software on shared,
dedicated or co-located servers on its network without the prior written permission of The Seller. The Seller reserves the
right to delete such software and implement firewalls in order to protect the integrity of its network.
The Buyer may not store more data than is assigned to The Buyer as part of his account and The Seller shall
reserve the right to delete any stored material where the total data exceeds the allotted limit to bring it within the
limitations of the particular account.
The Buyer may not exceed any Data Transfer or Bandwidth limits assigned to his account, and The Seller shall reserve the
right to charge The Buyer for any excess usage at a rate of £20.00 per GB or £200.00 per Mb/s where an
excess usage rate has not already been specified.
The Buyer may not divulge any FTP, FrontPage, POP-3, SMTP, Control Panel or other password to any third party and should take
reasonable precautions to ensure they are not discovered by any other party.
The Buyer may not send unsolicited e-mails (spam), adult material or illegal material through the mail servers of The Seller,
or using an e-mail address that is maintained on one of our servers or any other server maintained on The Seller's network, or
advertising any website that is maintained on The Seller's webservers or any other server maintained on The Seller's network.
The Seller shall reserve the right to immediately terminate any website or e-mail account used for such activity or advertised
by such activity. Any mailing lists maintained by The Buyer must be on a strictly opt-in basis.
The Seller shall provide SSH shell access to users of Linux web hosting accounts and The Buyer shall only use this for the
purpose of setting up, editing and otherwise developing his own website, and not for any purposes unrelated to his
website. The Buyer must not attempt to browse any of our shared webservers beyond the home directory provided to him. The
Buyer must not attempt to gain the priviledges of any other user. The Seller shall reserve the right to suspend The Buyer's
shell access to its servers where it believes The Buyer is in breach of this clause.
The Buyer shall not install software or scripts on the server, or otherwise use the service provided in such a manner that it
causes a nuisance, disturbance, interruption or inconvenience to The Seller and/or its Suppliers and/or its Employees and/or
its other Clients. The Buyer shall be responsible for ensuring any software or scripts installed on The Seller's
servers are kept up to date and free from any security breaches.
Part 3: Broadband Fair Usage Policy
In order to maintain the integrity of our broadband service for all our users, it is necessary to have a Fair Usage Policy.
Our OfficeMax broadband service has unlimited downloads and no bandwidth throttling, capping or other traffic shaping will be imposed.
Our BroadbandStart ADSL and ADSL2+ services have a 2GB peak time download cap. If the download limit is exceeded,
additional data transfer in that month will be billed at £1.50 + VAT per GB or part thereof over and above the limit.
Alternatively, the user can elect to have their bandwidth limited to 256kb/s or 512kb/s respectively once the limit has been
Our BroadbandMax ADSL, ADSL2+ and FTTC services have unlimited downloads, but peak time traffic shaping may
apply when a user exceeds the fair usage policy for their service. The fair usage policy for BroadbandMax is 40GB of
downloaded data transfer during peak hours. As there is no charge for exceeding this limit, then this is effectively an
Should a user's usage exceed the fair usage limit, then Peak Time Traffic Shaping will be applied to the line. Such Peak
Time Traffic Shaping will apply between 8am and midnight, Monday to Friday and will limit certain traffic to 1Mb/s. We do not
impose traffic shaping outside of these hours and will also not shape normal web and e-mail usage during peak
time - specifically TCP ports 80, 443, 25, 110 and 143 and the traffic shaping will remain in place whilst the usage remains
above the fair usage policy. Should usage continue to remain then exceed our excessive usage policy (which is 10GB above the
fair usage policy) then a further limit
will be imposed on the line to limit all traffic to 1Mb/s, and shall remain in place until traffic usage reduces below the
excessive usage policy when the 1Mb/s Peak Time Traffic Shaping will be reapplied.
For heavy users, they may wish to consider upgrading to our OfficeMax product which do not have any shaping imposed, or
can pay additional monthly fees to have the rate limit increased.
Users are able to monitor their usage in our online Control Panel which will advise of their usage over the previous 30
All traffic shaping and rate limiting is imposed at the discretion of the management, and factors including the split between
upload and download traffic, and the split between peak and off peak usage will be considered before applying a rate limit or
traffic shape policy on a particular account.
Part 4: Service Level Agreement
Web Hosting Services