Websites Terms and Conditions
1.1 Baltic Media Limited, a company registered in England and Wales under company number 6207049 and with our registered office at 8th floor 6 Mitre Passage Peninsula Business Centre, Greenwich London SE10 0ER (“we/our/us”). Our VAT number is 136239515 and our email address is firstname.lastname@example.org
1.2 These Tiesa.com Website Terms and Conditions (the „Terms„) apply to all sales of Tiesa.com Websites, including additional and related products and services.
1.3 Once you order Services from us and we confirm your order, both we and you (on your own behalf and on behalf of the business you represent (if any)) will have to comply with the Terms. Please read the Terms carefully and make sure that you understand them, before ordering any Services from us. We strongly recommend that you read the Terms that apply to the Services that you want to buy.
1.4 Save as set out above, we use the words “Service” and “Services” to refer to any or all of our Tiesa.com Website products and services.
1.5 Our Services and the Terms may change over time. For details of the types of changes that we may make, and the circumstances in which you may be notified of them, please see paragraphs 6 and 7.3(i) below.
2.1 When the following words with capital letters are used in the Terms, this is what they mean:
„Agreement“ or „Contract“ means the Service Description, the Service Pricing, the Confirmation of Order and the Terms;
„Amendment“ means a small and simple change to your website (as determined by us);
„Business Day“ means a day other than a Saturday or Sunday, or a day which is generally recognised as a public holiday in the United Kingdom;
„Business Hours“ means 9:00am to 5:30pm on each Business Day;
“Confirmation of Order” means the document, webpage or electronic communication that we issue to you to confirm our acceptance of your Order;
“Content” means all content, including, without limitation, any and all text, graphics, visual and audio content including text, code, graphics, images, logos, photographs, sounds, music, video, animation, characterization, URLs, trademarks, data, media and other content in any form constituting or intended to be in Tiesa.com Websites;
“Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, or failure of public or private telecommunications networks;
“Fees” means the fees payable by you for the Services, which are described in the Service Pricing;
“Free Services” has the meaning given in paragraph 11.1;
“Intellectual Property Rights” means all (a) copyrights, patents, rights in trademarks, design rights, database rights, rights in know-how, trade secrets, service marks, domain names and rights in confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of the rights listed in (a); and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;
“Laws” means laws, regulations, rules, orders, codes of practice or other requirements of governmental or regulatory bodies with authority existing anywhere in the world;
“Minimum Term” has the meaning given in paragraph 4.2;
“Order” means your order for the Services (including a request to use Free Services if applicable);
“Our Content” means all Content that we create, publish or otherwise use in connection with providing the Services, including any Content that we create on your behalf or license from third parties;
“Our Data” means any and all data relating to the Services or their use by you or anyone else, including data about the transactions processed through your use of the Services and any other data identified as “Our Data” in the Terms;
“Our Representatives”means our affiliates and any employee, partner, agent, contractor, service provider, licensor or other representative of us or of our affiliates;
“Personal Data” means any data which is about a person who is or may, using reasonable measures, be identified from that data;
“Service Description” means the description of a Service made available by us (including via our Websites) from time to time;
“Service Month” has the meaning given in paragraph 4.2;
“Service Pricing” means the pricing information for a Service made available by us (including via our Websites) from time to time;
“Service Year” means a period of twelve (12) Service Months;
“Start Date” has the meaning given under paragraph 4.1;
“Tiesa.com Websites” means a combination of Services which can be bought together from us, including (but not limited to) the provision of ………;
“You” means the person, company or other organisation (named on the Order as the customer) who offers to purchase one or more Services or a person, company or other organisation who or which enters into the Agreement with us for the provision of Services, and “Your” shall have a corresponding meaning to “you”;
“Your Content” means all Content that you or your employees, agents and contractors create, upload, publish or otherwise provide or use in connection with your use of the Services;
“Your Data” means any data that you give to us or let us access about you, your business, your actual or prospective customers or the products and services that you sell and any other data identified as “Your Data” in the Service Terms, but excluding Our Data; and
“Your Taxes” means any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement or the offer or sale of the goods and services that you advertise or sell through, or in connection with, the Services.
3.1 Your Order will not be accepted until we issue you with a Confirmation of Order. Once we issue you with a Confirmation of Order, the Agreement between us will be made.
3.2 If we are unable to supply you with a Service, for example because that Service is no longer available, we will inform you of this and we will not process your Order. If you have already paid for the Services, we will refund you the full amount as soon as possible.
3.3 Some of our Services give you the option to upgrade or downgrade to a different version of that Service. If you want to upgrade or downgrade any Service that you have bought from us, you will need to follow the instructions in the relevant Services Terms, as set out below. This also applies where we give you the option to upgrade from a Free Service to a full version of that Service. Please note that we do not offer upgrades and downgrades for all of our Services. We will try to make your upgrade or downgrade effective as soon as possible, but you agree that this may not happen until the start of a future Service Month.
3.4 If any of the various parts of the Agreement are inconsistent with any of the other parts of the Agreement, the following order of priority will apply:
(i) the Confirmation of Order;
(ii) these Terms;
(iii) the Service Description; and
(vi) the Service Pricing.
4.1 The Agreement will begin on the date that we send the Confirmation of Order. (“Start Date”).
4.2 If there is a minimum term requirement for a Service, this will be set out in the Service Terms and in your Order (“Minimum Term”). The Agreement will otherwise continue on a month-to-month basis from the Start Date (or from the end of the Minimum Term, if applicable) until cancelled by us or you. Each of these monthly periods will be known as a “Service Month”. By way of example, if the Start Date were 5 January, the first Service Month would run from 5 January to 4 February and the second Service Month would run from 5 February to 4 March.
5.1 In return for the Fees, we will provide you with access to and use of the Services that you have bought.
5.2 We try to perform the Services as described in the corresponding Service Description.
5.3 You agree that we may change how Your Content looks, “feels” or is formatted if we think this is necessary or more convenient for us to provide the Services.
5.4 Some of our Services rely on third parties, for example Google™ or Facebook™, to do certain things. You acknowledge that (i) we may not be able to provide a particular Service feature where you do not meet criteria set down by a relevant third party; (ii) we do not have any control or exercise influence over the third party’s own services; and (iii) a third party’s service may stop or change from time to time. You acknowledge that these are Events Outside Our Control and that neither we, nor Our Representatives, will be responsible for any impact these events may have.
5.5 Some of our Services give you the option to use third party tools, widgets or Content, for example Google Maps™. If you use or add third party tools, widgets or Content then you agree that this use is subject to the terms and conditions of those third parties and that we are not responsible for the performance or non-performance of any third party tools, widgets or Content.
5.6 Where a Service feature involves setting up an account or setting up or administering a page or pages on a third party website, you acknowledge that: (i) where necessary, we are authorised to set up an account on your behalf; (ii) we are authorised to administer the account, page or pages on your behalf; and (iii) you are authorised and grant us permission to display all Content on the pages or account.
6.1 We are always working to improve the Services and may change the Services or stop providing parts of the Services from time to time without prior notice but in so doing we will try not to diminish the value and utility of the Services to any material degree. If we consider, acting reasonably, that such modification is likely to have a serious detrimental effect on you or the business you represent financial position, we will tell you about the change either by email or when you next log into the Services.
6.2 When we notify you of a change to the Terms or the Services, the change will take effect not less than fourteen (14) days after the date we notified you of the change. If you are not happy with the change, you can cancel the Services by following the procedure in paragraph 17.1 (a). If you don’t cancel the Services, we will assume that you are happy with the change.
7.1 For all Services we will charge you by way of Fees. The Service Pricing for each Service confirms how we charge for that Service. Fees will be chargeable from the Start Date.
7.2 We may use your information to obtain credit reports about you from time to time and you agree we can do this. This may include us passing your Personal Data, including your payment details, to credit reference agencies and these agencies may keep a record of any search that they carry out on our behalf.
(i) The Fees will be as quoted in the Service Pricing from time to time. We may increase the Fees for the Services at any time after the Minimum Term on at least 31 days’ notice by no more than 10%.
(ii) The Service Pricing will explain whether the Fees that you are to pay for the Services are one-off Fees, recurring Fees (for example, monthly, annual, etc.), transaction-based service Fees or some other kind of fees.
(iii) The Fees for a Service exclude all applicable sales taxes and other taxes which will be added on to the Fees.
8.1 When you submit your Order, you must provide us with the payment information that we request, which may include:
(i) details for a valid credit/ debit card from a card scheme acceptable to us;
(ii) details for a valid bank account; or
(iii) details for a valid PayPal account.
8.2 You must keep your credit/ debit card, bank account or PayPal account information up to date at all times during the term of the Agreement. You authorise us to check your information (including any updated information), to obtain credit authorisations from the issuer of your credit/ debit card, and to either charge your credit/ debit card or debit your bank account or PayPal account from time to time for any sums payable by you to us.
8.3 You must pay for the Services when we require you to. We will charge the card or take the money from the bank or PayPal account whose details you give us when you place your Order.
8.4 If you don’t pay when you are supposed to:
(i) we shall be entitled to charge you interest on the overdue amount at the rate of 4% per annum above the then current base lending rate of HSBC Bank plc and interest shall accrue on a daily basis from the date the payment became due until you make payment of the overdue amount; and
(ii) we reserve the right to suspend or cancel all or part of the Services and your access to them.
8.5 We may offset any amounts you owe us (whether in reimbursement or otherwise) against any payments we make to you.
9.1 You understand and acknowledge that the Services are not intended to be error free and that from time to time the Services may contain mistakes, be unavailable or may not be fully functional. This may be as a result of planned or required maintenance, repairs or updates, equipment failures, high volumes of internet traffic, interruption of telecommunications or digital transmissions links, network or system errors or many other factors.
9.2 We will try to minimise any disruption to your use of the Services, however, we do not promise that any Service will be provided on a continuous and uninterrupted basis, or that we will be able to correct any error that occurs in the Services. We will not be liable for any interruptions to the Service availability or functionality, whether caused by an Event Outside Our Control or by anything else.
9.3 You should notify us if you notice any problems with the availability or functioning of the Services so that we can try to fix these problems.
9.4 We may temporarily suspend any Service at any time if:
(i) we believe this is necessary in order to carry out essential maintenance;
(ii) we believe this is necessary in order to prevent or respond to hacking attempts, service attacks or other similar activities directed at our systems, or to deal with any other emergency technical issue;
(iii) we have reason to believe that you are no longer using the Services or that the password and access codes we have provided to you are being misused, for example, where you fail to respond to emails from us or Our Representatives regarding your contact information; or
(iv) this suspension is required by a third party with authority, including any of Our Representatives, ICANN and judicial, regulatory or governmental bodies.
9.5 Although all information transmitted to us is stored in operating environments which we believe are within industry standards for security, you acknowledge and agree that no data stored on or transmitted over the internet can be guaranteed to be 100% secure. We are not responsible for any security breach or any interception or interruption of Your Content, Your Data or any communications that you send through your use of the Services.
9.6 You are responsible for securing and backing up Your Content and Your Data.
10.1 How you may use the Services
(a) You and any employees, agents or contractors who you authorise, are allowed to access and use the Services for your normal, internal, business activities for the term of the Agreement. Please note that you are not allowed to resell the Services or give them away or to transfer your rights or any Agreement to a third party.
(b) You are responsible for arranging your online access to the Services and for paying any relevant fees, for example, to your broadband supplier. You are also responsible for having all the necessary equipment for accessing the Service.
(c) You will provide us with Your Content and Your Data when we request it.
(d) You will only use the Services in compliance with applicable Laws and you agree not to ask a third party to do anything on your behalf that does not comply with applicable Laws. This will include complying with all Laws that apply to your business, any local Laws that apply in the countries in which you access and use the Services, and any Laws relating to the marketing, advertising or sale of the goods and services you offer (and in particular any Laws relating to online marketing, advertising or sales).
(e) If a Service relies on third parties, for example Google™ or Facebook™, you may be required to comply with that third party’s rules or guidelines when you use that Service.
(f) If we think your use of the Services is excessive, we will tell you. If you don’t reduce your usage, we may suspend or cancel your access to the Services. We may also set limits on your use of the Services, for example, a maximum number or maximum size of emails sent or received over the Service.
(g) You will meet all written security or network access requirements that we provide to and you will not disclose any passwords or access codes that we give you, except where this is needed for your authorised employees, agents and contractors to access and use the Services on your behalf and you are responsible for actions taken when your logon details are used.
(h) You will notify us immediately if you become aware of any unauthorised use of passwords or access codes that we give you or any other breach of security that could affect us or the Services.
(i) You are responsible for the remittance, calculation and collection of Your Taxes. You acknowledge that we have no responsibility for Your Taxes and we recommend that you seek independent advice from a tax professional.
(j) You understand and agree that we do not, in any circumstances, approve or endorse any product or service that you may market or sell through your use of the Services or Your Content.
(k) Where the Services require action by you, for example to carry out file clearing or maintenance, you will do what’s needed for the upkeep of these Services.
(l) You are responsible for all use of the Services by you and your employees, agents and contractors. We will not, in any circumstances, be liable to you or any third party for any damage that is caused, or any loss that is suffered, as a result of the use of the Services by you or your employees, agents and contractors.
(m) We may provide the users of our Services with tools which allow them to rate you or the goods and services that you provide through your use of the Services, to provide feedback or to ask you questions. We may make these ratings, feedback, questions and answers publicly available.
(n) We are entitled to sign you out of the Services if you are inactive for an extended period of time and to modify your user settings without notice.
10.2 Ways in which you may not use the Services
(a) Unless paragraph 10.2(b) applies, you will not:
(i) tamper with, update, change or gain unauthorised access to any part of any of our Services or the software or systems that we use to run the Services;
(ii) use any automated means to monitor or copy the Services or Our Content, or to interfere with or attempt to interfere with how the Services work;
(iii) modify, edit, reverse assemble, reverse engineer, decompile, distribute or display any part of our Services or make other works based on any part of our Services.
(iv) use the Services to store or transmit viruses, bugs, Trojans and other forms of computer programming malware;
(v) interfere with or disrupt the performance of the Services or any third party data; (vi) attempt in any way to test, circumvent or breach the security of any part of our Services;
(vii) copy, republish, download, change, display or distribute any part of Our Content, in any form or by any means;
(viii) disable any licensing or control features of the Services or in any way interfere with features which place limitations on the use of the Services;
(ix) remove, obscure, or alter any notice of copyright, trade mark or other mark or wording relating to ownership rights, which is contained in Our Content or any aspect of the Services;
(x) use the Services in any way which may be considered deceptive, misleading or unethical or which might harm us, Our Representatives or the general public;
(xi) use the Services in any way that is not allowed under the Agreement;
(xii) access the Services through any means other than those which we tell you are acceptable;
(xiii) use the Services in a way that interferes with their normal operation or that consumes a disproportionate share of their resources;
(xiv) use the Services to collect or use email addresses, screen names, other identifiers or information;
(xv) use the Services to use an internet account or computer without the owner’s authorisation;
(xvi) use the Services to monitor data or traffic on any network or system;
(xvii) use the Services to distribute software that covertly gathers or transmits information about a user; or
(xviii) sub-license, assign, rent or resell the Services to any third party.
(b) You are permitted to carry out any of the actions set out in paragraph 10.2(a) to the extent that:
(i) you have a right to do so under relevant Laws and this right cannot lawfully be excluded by a contract;
(ii) we have granted you a right to do so under the Agreement; or
(iii) we have authorised you to do so in writing.
10.3 Your Promises to Us
(a) You confirm that you have (and will maintain for the term of the Agreement) all the necessary permissions, licences and consents (in all relevant countries) to allow you to use Your Content and Your Data in connection with the Services. You will provide evidence of the necessary permissions, licences and consents if requested by us.
(b) You confirm that Your Content and Your Data:
(i) are true, accurate, complete and kept up to date;
(ii) are in a format approved by us;
(iii) do not infringe or assist in the infringement of any Intellectual Property Rights or other rights belonging to a third party;
(iv) are not defamatory, libellous, fraudulent, malicious, slanderous, obscene, harmful, threatening, harassing, discriminatory, racially or ethnically offensive or otherwise inappropriate or unlawful;
(v) have not been altered in order to disguise where they came from;
(vi) do not contain sexually explicit images or promote unlawful violence;
(vii) are free of viruses, bugs, trojans and other forms of computer programming malware that may potentially damage, interfere with or intercept our systems or any data contained within those systems;
(viii) do not create a risk to the safety or health of any person or the public, or interfere with an investigation by law enforcement.
(c) You acknowledge that we are not under a duty to publish any of Your Content or Your Data. We may remove, reject or delete any of Your Content or Your Data for any reason. Without limiting our rights under paragraph 16, we may also change any of Your Content or Your Data if we consider it does not comply with paragraph 10.3(b), although we are not required to do this.
(d) You acknowledge and accept that you are responsible for Your Content and Your Data and any use that is made of them by any third party.
(e) You acknowledge and accept that you are solely responsible and liable for any modifications, alterations or additions made by you or by a third party on your behalf to the Services.
(f) You will not disparage us, Our Representatives or our Services, or any user of our Services.
(g) You will reimburse us and Our Representatives in full for any damage, loss, liabilities, fees, costs and expenses that we or they suffer (including any claims brought against us or them by third parties) as a result of you not following any part of this paragraph 10.
11.1 This paragraph applies where we provide you with Services free of charge (“Free Services”).
11.2 The Service Description for each Free Service sets out additional terms that apply to that Free Service.
11.3 All Free Services are provided „as is“ and we do not make any promises of any kind in relation to them. We do not promise that Free Services will be free from faults or defects and we will not be liable for any loss of, or corruption to, Your Data that may happen due to your use of a Free Service. You agree that your use of Free Services is at your own risk and that you have sole responsibility for protecting Your Data and Your Content when making any use of the Free Services. If any representations or guarantees apply to Free Services by law, we exclude those as far as it is within our rights to do so.
11.4 We reserve the right to change or withdraw Free Services at any time and we will not be liable to you in these circumstances.
11.5 All the provisions of these Terms will apply to the Free Services in the same way as they apply to the Services except that paragraph 5.2, 7 and 8 of these Terms will not apply to Free Services.
11.6 In return for receiving the Free Services, you agree to take part in email or telephone feedback and market research surveys from time to time while you are receiving the Free Services, and for six (6) months afterwards. We are entitled to use your feedback in our advertising, promotions and sales and marketing materials.
12.1 We are the sole owners of, or we otherwise have a legal right to use, all Intellectual Property Rights in the Services (including all Intellectual Property Rights in our software, Our Content and in any other products or materials created by or for us in connection with the Services). You agree that we may collect information about your use of the Services and your customer’s interaction with the Services. Where we combine this information (in a way that ensures that you cannot be identified) with similar information collected from other users of our Services, we will be the sole owner of this information.
12.2 Unless paragraph 17.2(d) applies, provided you paid for the Service in full in advance then on cancellation of the Service, we grant you a non-exclusive, worldwide and perpetual right to use, copy, store, modify and publish any written copy that we have created for You as part of the Services.
12.3 You confirm that you are the sole owner of, or otherwise have a legal right to use, all Intellectual Property Rights in Your Content. If we think that the Intellectual Property Rights in any of Your Content belong to a third party, we may tell the third party that you intend to use these Intellectual Property Rights and you agree to us doing so.
13.1 You grant to us a worldwide, non-exclusive, sub-licensable and permanent right to access, use, copy, store, modify and publish Your Content and Your Data, on our Websites or through any other form of media, for any purpose in connection with the Services or the Agreement, for our own marketing, research and promotional activities (including sharing Your Content and Your Data with selected third party social media and networking sites) and for the internal business purposes of us and Our Representatives, except where this is in any way restricted by any term of the Agreement or by any applicable Laws.
13.2 You agree by requesting a site scrape of your existing website that you have all the rights to the Content on your existing website to allow us:
(i) to perform the site scrape on your behalf; and
(ii) to use, fully access, copy, store, compile, recompile and index (at your request) any of the Content scraped in your Services including but not limited to any data and copyright works comprised therein, or any portion thereof, by automated means including web ‘spiders’ or ‘crawlers’; and
(iii) authorise us to conduct the site scrape on your behalf.
In no event will we be liable for any claims that the Content scraped from your existing website infringes the Intellectual Property Rights of any third party. If you are in any doubt as to ownership of the Content of your existing website please do not request the site scrape. This grant shall apply notwithstanding any contrary terms and conditions which you may apply to such website from time to time. Your continued use of the Services shall constitute a waiver of any applicable contrary terms and conditions and any other rights you may have, contractual or otherwise, to restrict the rights granted to us or Our Representatives under this paragraph 13.2.
13.3 We may transfer the rights granted to us under this paragraph 13 to another organisation.
14.1 You will own all rights in Your Data and you are solely responsible for ensuring the legality, reliability, integrity, accuracy and quality of Your Data.
14.2 You will make sure that all use of the Services by you, or your employees, agents and contractors, will meet all relevant data protection and privacy Laws.
14.4 Where the Services include provision of a website contact form, we reserve the right to scan messages sent using the contact form on the website manually and automatically and to store such messages. Any personal data included in such messages will be (a) used for purposes reasonably associated with provision of the Services, (b) disclosed where disclosure is required by law, and (c) used where any of the user’s actions have breached the Conditions of Use. We reserve the right to use such personal data in an aggregated form.
15.1 As a result of entering into the Agreement, you may get access to, information about us which is not known publically (“Confidential Information”). You must keep this secret and you are not allowed to share it with any third party or allow any third party to look at it, and you must make sure that your employees, agents and subcontractors, meet these rules too.
15.2 You must make sure that our Confidential Information is only used by people who need it in order to carry out duties they may have in connection with the Agreement.
15.3 This paragraph 15 will not prevent you sharing information which is already known generally to the public, known to you outside of the Agreement.
15.4 If you become aware of any actual or threatened unauthorised use or sharing of any of our Confidential Information, you must tell us as soon as possible.
16.1 There is no limit under the Agreement to what we or any of Our Representatives will be liable for if we have committed fraud or if someone dies or is injured because of something we have or have not done.
16.2 Except for the matters set out in paragraph 16.1, neither we nor any of Our Representatives will, in any circumstances, be responsible for any:
(i) loss of profits, sales, business, or revenue;
(ii) loss, or corruption of data, information or software or loss of use of information;
(iii) loss of business opportunity;
(iv) loss of savings you expected to make;
(v) loss of goodwill; or
(vi) loss or damage that you and we would not have thought likely at the time the Agreement was formed.
16.3 If we do not keep to these Terms, we will only be responsible for losses you have suffered which you and we would have thought likely at the time the Agreement was formed. We are not responsible for any other loss that you suffer, whether that loss is caused because we have not kept to our obligations under the Agreement, because of something we have done or not done, because we have made defamatory statements or otherwise as a result of:
(i) you using or relying on the Services;
(ii) you not being able to use the Services;
(iii) any mistake, fault, failure to do something, missing information, or virus or other form of computer programming malware in the Services or if the Services don’t work properly because of Events Outside Our Control;
(iv) theft or destruction of information or someone getting access to our records, programs or services without our permission; or
(v) any information, data, message or other material which you email, post, upload, reproduce, send, or otherwise distribute or receive using the Services.
16.4 Except for the matters set out in paragraph 16.1, in no circumstances will we or any of Our Representatives be liable to you for the Free Services.
16.5 Except for the matters set out in paragraph 16.1, our liability to you for any loss or damage suffered by you in connection with the Agreement or Services will be limited to the total Fees that you have paid to us for the affected Service in the six (6) months prior to the event giving rise to our liability. You also agree that, except for the matters referred to in paragraph 16.1, Our Representatives will not be liable to you for any loss or damage you may suffer due to the provision of, or failure to provide, the Services.
16.6 Except as set out in the Terms, we do not make any promises in relation to the Services. Where any promises would be implied into the Agreement by law, we exclude these as far as it is within our rights to do so. It is up to you to decide whether the Services are suitable for your needs. We won’t be responsible for this. We do not make any promises concerning the performance, results or success rates that may be achieved by any Service.
16.7 We do not control the Content made available by your use of the Services and we do not guarantee the accuracy, truth, quality or appropriateness of this Content for your needs. By using the Services, you may be exposed to Content that is offensive or indecent (including spam), or which may contain viruses or other computer programming malware. Under no circumstances will we or Our Representatives be liable in any way for any Content posted, emailed, transmitted or otherwise made available by your use of the Services.
17.1 Cancellation by You
(a) This contract may be terminated by you, subject to the minimum term of twelve (6) months, as stated in the relevant Service Terms. You must give us at least fourteen (14) days notice prior to the end of a Service Month (being a period of one month starting on the date on which your website goes live and each subsequent period of one month after that) to terminate your contract at the end of that Service Month. If you give us less that fourteen (14) days’ notice, we will terminate your contract at the end of the next Service Month.
17.2 Cancellation or Suspension by Us
(a) We may cancel any or all of the Services at any time either by telephoning you, emailing you or by writing to you. When we contact you we will tell you when cancellation will take effect and we will try to give you as much notice of this as possible.
(b) We may cancel or suspend any or all of the Services immediately and without telling you beforehand, if:
(i) you do not pay us when you are supposed to as set out in paragraph 8. This does not affect our right to charge you interest under paragraph 8.4(i);
(ii) you use the Services in any way that breaks or may break any applicable Law, is fraudulent or that may adversely impact the Services, Us or Our Representatives;
(iii) you use the Services in any way that infringes or may infringe any rights belonging to a third party, or in any way which breaks or may break any relevant third party rules, for example the rules of a Registry;
(iv) we receive a complaint or are notified of a legal claim which relates to your use of the Services;
(v) you engage in any click-fraud or other invalid click activity;
(vi) you do not comply with your commitments in paragraphs 10 or 19;
(vii) you break the Agreement in any other significant way and you do not correct or fix the situation within thirty (30) days of us asking you to; or
(viii) you enter into administration, insolvency, bankruptcy or any similar procedure anywhere in the world or you are otherwise unable to pay your debts as they fall due.
(ix) we suffer from any event or circumstance which is beyond our reasonable control or which we could not reasonably be expected to have taken into account at the date of the Agreement, and which results in or causes our failure to perform any or all of our obligations under the Agreement.
(d) If we cancel the Services under paragraph 17.2(b), you will not be entitled to any refund or credit of any amount that you have paid for the Services.
(e) If we suspend the Services under paragraph 17.2(b), the Services will remain suspended unless and until you have fixed the cause of the suspension to our satisfaction; or either we or you cancel the Services.
(f) If we suspend or cancel the Services under paragraph 17.2(b), we will be entitled to refuse any or all future use by you of any or all of the Services, or any part of them.
18.1 Following the cancellation of any Services, you will no longer be able to access or use those Services and any account that you hold with us may be deactivated or deleted.
18.2 We are not responsible for storing Your Data or Your Content following cancellation of the Services for any reason. You acknowledge that it is your responsibility to back up Your Data and Your Content if you want access to it following cancellation.
18.3 We will not be liable to you for any loss you may suffer as a result of the termination of any Service.
19.1 You must, and must make sure that your officers, employees, agents and service providers: (i) at all times comply with all anti-corruption Laws applicable to you; and (ii) not, directly or indirectly offer, promise or give (or agree to offer, promise or give) any financial or other advantage with respect to any matters which are the subject of the Agreement or obtain any benefit for us which would violate any anti-corruption laws applicable to you or us.
19.2 If you become aware or suspect that this paragraph 19 has been broken, you must tell us straight away. We may immediately suspend operation of the Agreement on written notice to you, pending investigation. You must assist us in any such investigation.
19.3 If, in our reasonable opinion, you have broken this paragraph 19: (i) we may immediately cancel the Agreement by giving you written notice; and (ii) you will reimburse us and Our Representatives in full for any damage, loss, liabilities, fees and expenses that we or they suffer (including any claims brought against us or them by third parties) as a result.
20.1 You confirm that:
(i) you have the authority to enter into the Agreement on your own behalf and on behalf of the business you represent (if any); and
(ii) you are over eighteen (18) years of age.
21.1 Each of the paragraphs of the Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.
21.2 We may transfer our rights and promises under an Agreement to another organisation. We will tell you if this happens.
21.3 Each party agrees that in entering into the Agreement it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement for which its sole remedy shall be for breach of contract under the terms of the Agreement. Nothing in this paragraph 21 shall, however, operate to limit or exclude any liability for fraud.
21.4 A person who is not a party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. We contract in our own name, on our own behalf and for the benefit of Baltic Media Limited and Our Representatives. Each of Our Representatives shall be entitled to enforce the terms of this Agreement in its own right.
21.5 By entering into the Agreement, you personally and individually undertake and assume, jointly and severally with the business you represent (if any), the full performance of the Agreement including payment of amounts due under the Agreement.
21.6 If we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you.
21.7 All references in the Agreement to “written” or „writing“ will include email unless stated otherwise.
21.8 The Agreement contains the whole agreement between you and us and replaces any other agreement or communication between you and us relating to the Services (including any communications made on or via the Websites). You acknowledge that you have entered into the Agreement without relying on any previous statement or promises made by us, unless those statements or promises have been included in the Agreement. However, this paragraph 21.7 does not in any way limit our liability for making fraudulent statements in connection with the Services or otherwise.
21.9 We are not in any kind of partnership, contract of employment or joint venture with you. Nothing in the Agreement will be taken as authorising you to act as our agent.
21.10 We may disclose to third parties any address at which you conduct business and which is known to us, whether or not the same is displayed on your website. You consent to such disclosure.
21.11 The Agreement will be governed by English law and we both agree that the Courts of England and Wales will have exclusive jurisdiction. This means that any dispute or claim arising out of or in connection with the Services or the Agreement (including non-contractual disputes or claims), will be governed by English law, and any claim must be brought before a Court located in England or Wales.
21.12 In any legal proceedings, both parties agree to waive any rights they may have to participate in any class, group or representative proceeding and both parties agree to waive any right they may have to a trial by jury.