The following agreement (“Agreement”) contains the
complete terms and conditions that will apply between you
(“Customer”) and Go Ecommerce Limited, incorporated
and registered in England and Wales with company number 05347272
whose registered office is at 1 Approach Road, London, SW20 8BA,
United Kingdom (Host).
(1) you read and agree to the terms and conditions of the
Agreement and indicate your acceptance of the terms and
conditions of the Agreement by clicking “Sign Up" at
the page at www.go-ecommerce.com; and
(2) you fully and correctly submit all information requested of you in the following Sign Up Form; and
(3) you submit proper payment pursuant to Section 5.1, of this Agreement.
This Agreement shall become effective on the Sign Up date
is received and accepted by Go Ecommerce.
The parties have agreed that the Host shall provide the Customer with website hosting and related services on the terms and conditions set out in this agreement.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Business Day: any day (other than a Saturday or Sunday) when banks are generally open for normal business in London, United Kingdom.
Change Control Procedures: the procedures set out in 22.2.
Charges: the charges in respect of the Services set out in 22.2, together with any charges arising from the Change Control Procedures.
Confidential Information: has the meaning given in clause 14.1.
Force Majeure Event: has the meaning given in clause 13.1
Intellectual Property Rights: all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
Materials: the content provided to the Host by the Customer from time to time for incorporation in the Site.
Non-Host Defects: the defects described in clause 4.3.
Services: the hosting and related services to be provided pursuant to this agreement as described in 22.2.
Site: the website at go-ecommerce.com to be hosted by the Host pursuant to this agreement.
Site Software : the software for the Site commissioned by the Customer as described in Schedule 1 Part 1.
Site Specification: the specification for the Site set out in Schedule 1 Part 2.
Visitor: a visitor to the Site.
1.2 Clause and schedule headings do not affect the interpretation of this agreement.
1.3 References to clauses and schedules are (unless otherwise provided) references to the clauses and schedules of this agreement.
1.4 In the event and to the extent only of any conflict between the clauses and the schedules, the clauses shall prevail.
1.5 Words in the singular include the plural and in the plural include the singular.
1.6 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.7 References to including and include(s) shall be deemed to mean respectively including without limitation and include(s) without limitation.
1.8 References to content include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a visitor to that website.
The Host shall perform its obligations in accordance with these terms and conditions.
3. CUSTOMER RESPONSIBILITIES
3.1 The Customer shall be responsible for the accuracy and completeness of the Materials.
3.2 The Host shall not be liable for any delays in implementing the Service resulting from the Customer's failure to fulfil any of its obligations set out in the terms and conditions. The Host reserves the right to invoice the Customer for any additional expenses reasonably incurred by the Host as a result of such delays.
4.1 The Acceptance Tests shall test compliance of the Site with the Site Specification. The form and detail of the Acceptance Tests are set out in Schedule 6.
4.2 The Host shall run the Acceptance Tests and Acceptance of the Site shall occur when the Site has passed the Acceptance Tests. The Host shall not notify the Customer when the Acceptance Tests have been passed.
4.3 If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of the Customer, or by one of the Customer´s sub-contractors or agents for whom the Host has no responsibility (Non-Host Defect), the Site shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Host Defect. The Host shall provide assistance reasonably requested by the Customer in remedying any Non-Host Defects by supplying additional services or products. If so requested, the Customer shall pay the Host in full for all such additional services and products at the Host's then current fees and prices.
4.4 Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:
(a) the Customer uses any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
(b) the Customer unreasonably delays the start of the relevant Acceptance Tests or any retests for a period of seven working days from the date on which the Host is ready to commence running such Acceptance Tests or retests.
5. CHARGES AND PAYMENT
5.1 The Host shall deduct monthly Services Charges in advance each month if applicable for the Customer's service plan after the Customer free trial period has expired.
5.2 The Host shall deduct a partial monthly Service Charges in
arrears at the start of the first month if applicable for the
Customer's service plan after the Customer free trial period has
5.3 The Host shall deduct a 'Pay As You Go' Service Charges in
advance on the first calendar day of each month after the
Customer free trial period has expired.
5.4 The Host shall deduct Successful Sales Transaction Charges in
arrears at the end of each customer month. The site software
Customer order status must be updated by the Customer for all
Customer orders to enable accurate calculation of the Successful
Sales Transaction Charge.
5.5 The Customer shall pay to the Host the Charges using the Pre
Pay (Pay As You Go) Top Up mechanism available in the site
5.6 If the Customer fails to pay any amount payable by it under this agreement, the Host shall be entitled, but not obliged, to charge the Customer interest on the overdue amount. Such interest shall be payable by the Customer forthwith on demand, from the due date up to the date of actual payment, after as well as before judgement, at the rate of 4% per annum above the base rate for the time being of HSBC PLC UK. Such interest shall accrue on a daily basis and be compounded quarterly. The Host reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
5.7 If fund remain on account the customer may request a refund
upon closure of their customer account subject to a £20 GBP
(British Pounds Sterling) administration charge.
We may increase or decrease our Charges from time to time.
If we increase our Charges,
we will let you know at least 30 days before the Charges are due to go up.
You can end this Agreement without notice, if:
(a) we increase your Charges by more than the Retail Price Index (RPI) annual inflation
rate at the date we notify you of the applicable price increase; or
(b) we increase any of our Charges in such a way that
would have increased your total bill for the immediately previous month by more than 10%.
6.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.
6.2 The Host shall perform the Services with reasonable care and skill.
6.3 The Host warrants that the Site will perform substantially in accordance with the Site Specification for a period of 90 days from Acceptance. If the Site does not so perform, the Host shall, for no additional charge, carry out any work necessary in order to ensure that the Site substantially complies with the Site Specification.
6.4 The warranty set out in clause 6.3 shall not apply to the extent that any failure of the Site to perform substantially in accordance with the Site Specification is caused by the Site Software or any Materials.
6.5 This agreement sets out the full extent of the Host´s obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into this agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.
7. LIMITATION OF REMEDIES AND LIABILITY
7.1 Nothing in this agreement shall operate to exclude or limit the HostÂ´s liability for:
(a) death or personal injury caused by its negligence; or
(b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(c) fraud; or
(d) any other liability which cannot be excluded or limited under applicable law.
7.2 The Host shall not be liable to the Customer for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
7.3 Subject to clause 8.1, the Host's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed  % of the total Charges payable by the Customer to the Host under this agreement in that calendar year.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Site Author retains all Intellectual Property Rights in the Site Software and Materials, and grants the Host a licence to such Intellectual Property Rights to the extent required to perform its obligations pursuant to this agreement.
8.2 All Intellectual Property Rights in any works arising in connection with the performance of the Services by the Host (Works) shall be the property of the Site Author, and the Host hereby grants to the Host a non-exclusive licence to use such Intellectual Property Rights for the purposes of hosting the Site.
8.3 The Customer shall indemnify the Host against all damages, losses and expenses arising as a result of any action or claim that the Site Software or the Materials infringe any Intellectual Property Rights of a third party.
8.4 The Host shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the Works infringe the Intellectual Property Rights of a third party in the UK, other than infringements referred to in clause 8.3.
8.5 The indemnities in clause 8.3, clause 8.4, and clause 9.3 are subject to the following conditions:
(a) the indemnified party promptly notifies the indemnifier in writing of the action or claim;
(b) the indemnified party makes no admissions or settlements without the indemnifierÂ´s prior written consent;
(c) the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and
(d) the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.
8.6 The indemnities in clause 8.3, clause 8.4, and clause 9.3 may not be invoked to the extent that the action or claim arises out of the indemnifierÂ´s compliance with any designs, specifications or instructions of the indemnified party.
9. SITE CONTENT
9.1 The Host shall update the Site with the Materials provided from time to time by the Customer, but no more than once in any month during the term of this agreement. The Customer shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights)
9.2 The Host shall include only the Materials on the Site. The Customer acknowledges that the Host has no control over any content placed on the Site by the Customer or Visitors and does not purport to monitor the content of the Site. The Host reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. The Host shall notify the Customer if it becomes aware of any allegation that content on the Site may be Inappropriate Content.
9.3 The Customer shall indemnify the Host against all damages, losses and expenses arising as a result of any action or claim that the Materials or any other material posted to, or linked to, the Site constitutes Inappropriate Content.
9.4 The Host may include the statement " Powered by Go Ecommerce " or a comment similar to this on each page of the Site in a unobtrusive form at the footer of each page.
10. DATA PROTECTION
10.1 In this clause 11, Personal Data has the meaning given in the Data Protection Act 1998.
10.2 The Host warrants that, to the extent it processes any Personal Data on behalf of the Customer:
(a) it shall act only on instructions from the Customer; and
(b) it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
11. TERM AND TERMINATION
11.1 This agreement shall commence on the Effective Date and shall (subject to earlier termination pursuant to this clause 12) terminate 30 days after cancellation request received by Host.
11.2 Either party may terminate this agreement immediately at any time by written notice to the other party if:
(a) that other party commits any material breach of its obligations under this agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or
(b) that other party:
(i) ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement); or
(ii) becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or
(iii) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or
(iv) the ability of that partyï¿½s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that partyÂ´s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
(v) any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).
11.3 On termination of this agreement by the Host pursuant to clause 11.2, all licences granted by the Host under this agreement shall terminate immediately.
11.4 On expiry or termination of this agreement otherwise than on termination by the Host pursuant to clause
11.2 the Host shall:
(a) be entiled to remove all Customer Site Materials. It is the responsibility of the Customer to retrieve and store any Site Materials to be retained after terminiation of this agreement.
(b) provide such assistance as is reasonably requested by the Customer to transfer the hosting of the Site to the Customer or another service provider, subject to payment of the Host´s expenses reasonably incurred.
11.5 On expiry or termination of this agreement, all provisions of this agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
12. CHANGE CONTROL
Any request to change the scope of the Services shall be processed in accordance with the Change Control Procedure set out in Schedule 5.
13. FORCE MAJEURE
13.1 The definition in this clause applies in this agreement.
Force Majeure Event: any event arising which is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).
13.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.
14.1 The definition in this clause applies in this agreement.
Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:
(a) identified as confidential at the time of disclosure; or
(b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
14.2 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
14.3 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
14.4 The obligations set out in this clause 15 shall not apply to Confidential Information that the receiving party can demonstrate:
(a) is or has become publicly known other than through breach of this clause 15; or
(b) was in the possession of the receiving party prior to disclosure by the other party; or
(c) was received by the receiving party from an independent third party who has full right of disclosure; or
(d) was independently developed by the receiving party; or
(e) was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.
14.5 The obligations of confidentiality in this clause 15 shall not be affected by the expiry or termination of this agreement.
15.1 A notice given under this agreement:
(a) shall be in writing in the English language (or be accompanied by a properly prepared translation into English);
(b) shall be sent for the attention of the person, and to the address, fax number or e-mail address given in this clause 16 (or such other person, address, fax number or e-mail address as the receiving party may have notified to the other, such notice to take effect five days from the notice being received); and
(c) shall be:
(i) delivered personally; or
(ii) sent by e-mail; or
(iii) sent by pre-paid first-class post, recorded delivery or registered post; or
(iv) (if the notice is to be served or post outside the country from which it is sent) sent by registered airmail.
15.2 The addresses for service of notice are:
(a) for the Customer:
The customer's Email Address
All media releases, public announcements and public disclosures by either party relating to this agreement or its subject matter, including promotional or marketing material, shall be co-ordinated with the other party and approved jointly by the parties in writing or by email prior to release.
Neither party may assign or transfer any of its rights or obligations under this agreement, in whole or in part, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
18. ENTIRE AGREEMENT
Except as set out in this clause 18, neither party shall have any remedy in respect of any untrue statement (whether written or oral) made to it upon which it relied in entering into this agreement (Misrepresentation), and neither party shall have any liability other than pursuant to the express terms of this agreement. Nothing in this agreement shall exclude or limit either party's liability for any Misrepresentation made knowing that it was untrue. Each party's liability for Misrepresentation as to a fundamental matter, including as to a matter fundamental to that party's ability to perform its obligations under this agreement, shall be subject to the limit set out in clause 8.3.
19. THIRD PARTY RIGHTS
This agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.
20. VARIATION AND WAIVER
20.1 A variation of this agreement shall be in writing and signed by or on behalf of both parties to this agreement.
20.2 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
20.3 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
21.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
21.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
22. GOVERNING LAW AND JURISDICTION
22.1 This agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.
22.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement.
Schedule 1 Site software and specification
Part 1. Site software
Go Ecommerce Online Shops
Go Ecommerce Commerce Server
Go Ecommerce Merchant Control Panel
Part 2. Site specification
Go Ecommerce Online Shops : current production release
Go Ecommerce Commerce Server : current production release
Go Ecommerce Merchant Control Panel : current production release
Schedule 2 Services
Shopping Cart Standard Plan
Shopping Cart Advanced Plan
Online Shop Start Up Plan
Online Shop Standard Plan
Online Shop Business Plan
Schedule 3 Charges
Setup charge: None
Cancellation charge: None
Service charges are charged in advance at the start of each calendar month.
Successful Sales Transaction Charges are charged in arrears at the start of the calendar month.
Schedule 5 Change control procedure
Part 1. The Customer shall be notified by email the Host of any planned service outages exceeding 1 hour. Where the actual service outage time period exceeds the planned outage time period the Host shall restore services within the Host's best endevours.
Schedule 6. Affiliate Program
Part 1. Each affiliate is entitled to 10% of the gross sales commission charge paid to The Host for a referred customer introduced by an affiliate and is payable to the affiliate upon successful payment by the referred customer of The Host charge to The Host. Exclusion - an affiliate cannot introduce themselves or anyone directly or indirectly connected to themselves as an affiliate referral under any circumstances. Affiliate commissions are paid into the affiliates PayPal account at regular intervals.
Schedule 7. Deactivation Notices
Part 1. If there has been no administrative acitivity (a user logging into your Secure Shop Merchant Control Panel) for 90 days the Host reserves the right to serve a Service Deactivation Notice via email to the Customer. The Customer will have 30 days to respond. If no reponse is received the Host's reserves the right to suspend the Services provided to the Customer.
Schedule 8. Reactivation Requests
Part 1. If a Online Shop or Shopping Cart has been out of use (no merchant login) for a over 6 months the Service may be suspended. Such a Service can be reactivated. A reactivation request should be made via email to The Host. The Host shall reactivate the suspended service within 60 days. The Host reserve the right to charge a £60 GBP (British Pounds Sterling) reactivation fee.