Terms and Conditions

Terms and Conditions

Version 1.0
Date: 03 Sept 2005
Copyright © 2005 Fluid Network Limited

1. Service

1. 1.1     We will provide you with a facility to promote your business on the Internet. We are not obliged to provide any Service until we have accepted your request, have received your payment and that payment has been cleared.

   Your use of the Service constitutes acceptance of the Terms and Conditions.

2. 1.2     Parts of the Service includes the ability to upload photographs. Such photographs must comply with this Agreement’s Conditions of Use. In order to maintain an efficient, responsive and quality service, the maximum size of the uploaded photographs will be constrained by the application. This constraint will be set such that a reasonable quality of image is displayed with regard to its screen dimensions and download speed.

3. 1.3     In order to add to the functionality of the application and further enhance the Service, we reserve the right to change the application from time to time. Where practicable we will endeavour to do this in such a way as to avoid requiring any intervention on your part, or without interruption to your Service.

4. 1.4     Where changes are made to the application, we will notify you using your most recently supplied billing contact email address.

5. 1.5     You must not attempt to circumvent any security measures we have implemented. In the event of you doing so, we reserve the right to terminate the Service without notice.

6. 1.6     Faults with the Service must be reported by email to info@fluidnetwork.co.uk.

2. Alteration of Service

1. 2.1     In the event that we make any variations to the Terms and Conditions or our Service, they will be published at http://www.fluidnetwork.co.uk with at least one month’s notice, except where the change is required for regulatory or other legislative reasons, we will publish the change as soon as is practicable.

2. 2.2     If changes to the Service are significantly to your disadvantage, you may choose to terminate this Agreement early. In this event, you will not have to pay Charges for the remainder of the term and will receive any refund on a pro-rata basis.

3. Provision of Service

1. 3.1     Where maintenance of the Service requires temporary suspension, we will provide a reasonable period of notice, except in an emergency where immediate action is required to restore or repair parts of the system. In that event we will endeavour to minimise the amount of downtime.

2. 3.2     We are not responsible for, and do not guarantee the quality and integrity of data held on our servers. Whilst, we endeavour to maintain and backup data such that it can be restored in the event of a catastrophic failure, we cannot be held liable for the loss or corruption of such data. We do not provide data recovery facilities for individual customers.

4. Refund Policy

1. 4.1     You have the right to cancel this Agreement within the first seven days.

   To cancel this Agreement, send an email to info@fluidnework.co.uk quoting your username and details of the promotion you wish to cancel.  Alternatively you can write to us by post at the address listed on the contacts page at http://www.fluidnetwork.co.uk.  Your payment will be refunded.

5. Charges

1. 5.1     Our Charges are displayed in the price list on our website at http://www.fluidnetwork.co.uk and additionally on our invoices supplied to you.

2. 5.2     We will send you a VAT receipt following receipt of your payment.

3. 5.3     Our Service is provided using facilities provided by third parties. Fluid Network Limited shall have the right to increase our Charges subject to 14 days prior written notice to you. In this event, you will be entitled to terminate the contract by written notice to us within 14 days from the date our notice was given to you. In this event, you will only be liable for Charges at the previous rate, until the minimum notice period has expired.

4. 5.4     Charges must be paid in advance and payments cleared by our bank before the Service is provided. Where recurring Charges are not paid by the due date, we reserve the right to immediately suspend or terminate the Service. In this event, you are still liable for any outstanding Charges. Further, there will be a reconnection fee of an amount equal to one month’s Service.

5. 5.5     If you fail to pay the Charges in accordance with these Terms and Conditions, or break this Contract in any other way, or are subject to bankruptcy or insolvency proceedings, Fluid Network Limited can (without prejudicing, losing or reducing any other right or remedy) suspend Service, wholly or partially, without notice, or terminate this Contract by immediate notice, without prejudice to any other of our rights. You remain liable during the suspension to pay Charges for the Service.

6. 5.6     On termination of the Service, for any reason, we are entitled to remove some or all data relating to the provision of the Service to you. However, at our discretion, we may hold such data for as long a period as we consider fit.

7. 5.7     In the event of the Service being suspended or terminated, we reserve the right to post such notice in respect of the non-availability of your promotion as we think fit.

8. 5.8     A late payment Charge may be applied in line with The Late Payment of Commercial Debts (Interest) Act, 1998.

9. 5.9     Unless terminated, the Service will automatically be renewed.

6. Notices

1. 6.1     Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.

7. Conditions of Use

1. 7.1     You must provide your own equipment to access the Internet and consequently the Service. We have no responsibility for connection between your service provider and the Internet.

2. 7.2     If you breach these Terms and Conditions, we may, at our sole discretion choose to suspend or terminate this Agreement, deny access to the Service and/or make an additional Charge.

3. 7.3     You must not use or allow others to use the Service:

   1. 7.3.1     fraudulently or in connection with a criminal offence

   2. 7.3.2     to transmit or cause to be transmitted any material which is offensive, abusive, indecent, malicious, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights

   3. 7.3.3     to spam or send any other unsolicited advertising or promotional material, whether via another third party or not

   4. 7.3.4     to do any act that in our opinion is detrimental to our business or reputation or that of our other customers

   5. 7.3.5     you must keep user names and passwords private and confidential ensuring they are not disclosed or used by anyone else

   6. 7.3.6     you must maintain and keep your contact details up-to-date on all appropriate promotions and informational pages.

8. Reasonable Use Policy

1. 8.1     In exceptional circumstances, if the Service supplied to you is consuming an unusually high number of resources, impacting the Service we supply to others, we reserve the right to suspend the Service immediately. We will advise you as soon as is reasonably practicable. We will seek to identify the cause and determine an appropriate solution. If we fail to agree an appropriate solution, we reserve the right to withdraw the Service.

9. Privacy Policy

1. 9.1     Information entered into any pages you wish to promote will be entered into the public domain, unless specified otherwise.

2. 9.2     Personal information collected about our customers will only be used to inform customers about the service provided. For example changes to the Service or account billing. No personal information will be resold or passed on to third parties without your prior consent.

10. Intellectual Property Rights

1. 10.1     You shall obtain any and all necessary consents and clearances to enable you to lawfully make use of all and any Intellectual Property Rights throughout the Service.

2. 10.2     If in our opinion any material or information provided on your promotions or informational pages would be in breach of any copyright or other Intellectual Property Rights, we reserve the right to remove the offending item, or suspend or terminate the Service.

11. Indemnity

1. 11.1     You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these Terms and Conditions and any claim brought against us by a third party resulting from the provision of the Service by us to you and your use of the Service including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement.

12. Liability

1. 12.1     Whilst we endeavour to provide a high quality, reliable service, you agree that the Service is provided on an as-is basis without any guarantee of any kind. It is entirely your sole risk with no guarantee that the Service will not be interrupted or free from error. Our costs of providing the Service to you have been calculated on the basis of this exclusion of liability to you.

2. 12.2     You agree that we will not be liable for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever.

3. 12.3     Whilst we reserve the right to editorial control we do not have resources to monitor all activities on the system or to check all content. We cannot be held liable for any defamatory content of any kind.

4. 12.4     Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Service shall be limited to the Charges paid by you in respect of the Service which are the subject of any such claim. This includes any indirect liability in respect of any negligence on the part of us, our agents, contractors or employees.

5. 12.5     In any event no claim shall be brought unless you have notified us of the claim within one year of the event giving rise to the claim.

6. 12.6     Nothing in this Agreement will limit our liability under Part 1 of the Consumer Protection Act 1987 or for death or personal injury caused by our negligence.

7. 12.7     You must agree that if you get hurt or maimed entering data into a bar or restaurant guide, you either deserved it, or there was some serious Darwinism going on.

13. Term

1. 13.1     The minimum term is either 30 days, 60 days or 12 months depending on the package you have chosen.

14. Suspension and Termination

1. 14.1     You may terminate this Agreement at any time by giving us 14 days notice in writing. Your notice must include your user name and Account password.

2. 14.2     We shall have the right to terminate this Agreement with immediate effect by notice in writing to you if you should fail to make any payment when it becomes due.

3. 14.3     Either party may terminate this Agreement forthwith by notice in writing to the other if:

   1. 14.3.1     the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so

   2. 14.3.2     the other party commits a material breach of this Agreement which cannot be remedied under any circumstances

   3. 14.3.3     the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect

   4. 14.3.4     the other party ceases to carry on its business or substantially the whole of its business

   5. 14.3.5     the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

   6. 14.3.6     any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.

15. Personal Data

1. 15.1     You agree to us holding all names and other information in a computerised database.

2. 15.2     We may be required by regulations and/or legislation to co-operate with and disclose data to government or other regulatory bodies and/or authorities.

16. Assignment

1. 16.1     We may assign all or part of this Agreement at any time.

2. 16.2     You may assign all or part of this Agreement to any other party only with the prior written Agreement of Fluid Network Limited.

17. Force Majeure

1. 17.1     We will have no liability to you for any event or circumstance that is beyond our reasonable control, including but not limited to, acts of war, terrorism, civil commotion or industrial dispute and that failure could not have been prevented or overcome by us acting prudently and reasonably.

2. 17.2     In the event of such an act taking place, you may terminate this Agreement in accordance with the conditions of termination specified in this Agreement.

18. Waiver

1. 18.1     Any failure by us to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

19. Law

1. 19.1     This Agreement shall be governed by and interpreted in accordance with English law, and the English courts shall have jurisdiction to resolve any disputes between us.

Definition of terms

Account

The Customer’s account with the Company for provision of the Service.

Charges

The charges as agreed on the application form and Fluid Network Limited’s latest published prices for the Service.

Company

Fluid Network Limited, (UK Company Registered Number 5151067), 11a Wallace Rd, Islington, London, N1 2PG.

Intellectual Property Rights

Means any and all registered and unregistered copyright patents, design rights, database and compilation rights, Marks and (related goodwill), trade secrets and other Intellectual Property Rights, howsoever arising and in whatever media, and any applications for their protection or registration and all renewals and extensions anywhere in the world.

Internet

The global data network comprising Internet connected networks using TCP/IP (Transmission Control Protocol over Internet Protocol).

Marks

Means any and all names, brands, logos, trade marks, service marks, trade names and domain names.

Service

Means the service (or services) provided by the Company to enable you to promote your business on the Internet.

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