Terms and Conditions
Outline
These terms and conditions are are to be used in conjunction with any of our other terms and conditions, policies, warranties, copyright, and manufacturers requirements that may be applying from time to time.
We reserve the right on giving notice on our Website/s to alter these conditions at any time (including altering our Acceptable Use Policy and other policies).
1 Introduction and definitions
1.1 These terms and conditions ("Conditions") shall govern the agreement between LinkUp Technology Limited ("us" or "we") and the individual or organization applying for the provision of the Goods or Services ("you").
1.2 Our registered office is at 105 Derby Road, Loughborough, Leicestershire, LE11 5EA. Our correspondence address is 16 High Street, Bottesford, Nottingham, NG13 0AA.
1.3 You can contact us by email on enquiries@linkuptechnology.com, telephone 01158 240 042, fax 01949 851 784.
1.4 We explain in the headings what each clause covers. These headings are for guidance only and are not intended to be legally binding.
1.5 These Conditions take precedence if inconsistent with other material on our Website or distributed by us from time to time.
1.6 The following have particular meanings in these Conditions:
"Acceptable Use Policy" means our guidelines for acceptable use made available at http://www.linkuptechnology.com/CompanyInfo/AUP.htm which may be amended from time to time;
"Data" includes information, documents, text, software, music, sound, photography, messages, and other material of any kind in any form;
"Goods" means the goods described on the Website and Individual Quotations and which we agree to sell to you;
"Internet" means the global data network comprising interconnected networks to which we are connected and provide access to you via the Services;
"Personal Data" means Data about any identified or identifiable living person;
"Registry" means either Nominet UK Limited, or CentralNIC Limited, or any other domain names registry that we choose to use from time to time;
"Regulations" means the Consumer Protection (Distance Selling) Regulations 2000;
"Services" means the services described on the Website, or in any additional contract agreed by you and us, and which we agree to provide to you; and
"Website" means our web presence at http://www.linkuptechnology.com and other locations we advertise from time to time.
2. Changes to these Conditions
2.1 We reserve the right to alter these Conditions at any time (including altering our Acceptable Use Policy and other policies).
2.2 Any renewal of the Services will in any event be subject to our then current Conditions.
a) Offer and Sale of Goods
The following terms and conditions ("the Conditions") are the terms on which LinkUp Technology Ltd. ("we or us") sells products and software licenses to the buyer ("you"). These Conditions supersede all other terms and conditions relating to the subject matter of these Conditions. Any agreement ("the Agreement") between LinkUp Technology Ltd. and the Buyer shall be governed by these Conditions. Further to these Conditions please read the conditions applying to specific products and services residing in each of the appropriate sections of this web site.
3. Products
3.1 The description and quantity of the products ("the Goods") shall be as quoted on our website at the time of acceptance or as set out in the quotation provided by us to you in ("the Quotation") and signed by you and us.
3.2 Every effort has been made to ensure that products are described as accurately as possible, although we are constantly updating products and the descriptions are intended as a guide only.4.0 Charges
4.1 VAT will be charged in accordance with UK government regulations ruling at the time of dispatch.4.2 We may change the price ("the Price") for the Goods from time to time in the event of changes in direct or indirect costs. These changes will be notified to the you either at the time of order or afterwards but before dispatch of the Goods. If the Buyer has paid for the Goods in full at the time of placing their order, the Price then agreed will be held to by LinkUp Technology Ltd. If the Price change occurs after the order has been placed the Buyer will be notified and will have the right to either accept the new price or cancel their order.
4.3 Packing and carriage is charged at costs clearly stated on our web site in addition to the price of goods. Packaging and carriage for other orders is by quotation, we will confirm order prices, packing and carriage costs before processing the order.
4.4 All invoices are payable within the terms specified on the website. Invoice payment for account holders is to be made by, sterling cheque drawn on a UK bank, direct debit, card, or by Electronic Transfer to our main account. All transaction bank charges are to be paid by you in full. LinkUp Technology Ltd. shall be entitled at its discretion to charge interest on any overdue amount at a rate of 8% per month on the outstanding overdue balance. Such interest surcharge would immediately become part of the overdue amount.5.0 DELIVERY
5.1 LinkUp Technology Ltd. shall deliver the Goods to the Buyer at the address of the Buyer provided by the Buyer at the time of the Quotation. Delivery will be via Royal Mail or agreed carrier in the UK and national postal services overseas in accordance with Royal Mail conditions. Delivery by other carriers is available, contact us for details.
5.2 We cannot accept a claim for non-delivery unless we have received written notice of it within 14 days of the invoice date. The invoice will either accompany the goods or be sent within 2 days of the Goods being dispatched and in either case will be dated on the date of dispatch. This claim should be addressed to the Customer Service Department at our correspondence address.
5.3 You must register a claim in writing to the carriers within 10 days of delivery for any Goods received damaged on delivery. We strongly recommend that you show the parcel to the carrier and sign for the Goods as damaged otherwise a claim may be invalid.
5.4 You shall be deemed to have accepted the Goods if they have not been rejected on or before the 10th day after delivery. You shall only be entitled to reject the Goods in whole or in part after such date under exceptional circumstances determined by reference to the particular case.6.0 RETURN OF GOODS
6.1 The Goods cannot be returned to us without prior authorisation. The Goods returned without a Return Authorisation Number ("RAN") issued by LinkUp Technology Ltd. will be refused and returned to you at your expense. If you find the Goods are not suitable we may at our discretion exchange the Goods for an alternative subject to an additional handling charge of 15% of the Price. In such cases you must in the first instance contact us via e-mail at support@LinkUpTechnology.com with a description of any issues relating to the return. On the issue of a RAN number goods including all packaging and materials must be received by us in a perfect resalable and unmarked condition, within 7 days of issue of the RAN number by LinkUp Technology Ltd.7.0 TITLE AND RISK
7.1 The Goods shall be at the risk of the Buyer from the time of delivery. Notwithstanding delivery, title in the Goods shall not pass to you until we have received payment of all sums owing. Until such time as title in the Goods passes to you we shall have the right to repossess or otherwise recover the Goods.8.0 TECHNICAL SUPPORT
8.1 If you have a problem with your purchase please contact our Technical Department via our web site in the first instance at www.linkuptechnology.com and use the support portal to create a contact ticket. Please include your invoice number, details of the problem, operating system and computer being used as necessary.9.0 LIMITATION OF LIABILITY
9.1 Except as provided for in law where you are purchasing as a consumer, in the event of a breach of these conditions LinkUp Technology Ltd's liability shall be limited to replacement or at our discretion refund of the Price of the Goods. We will not be liable for goods, equipment, services or any other factor provided by third parties. Without prejudice to this condition LinkUp shall not be liable to the Buyer or to any third party for any loss of profit, consequential or other economic loss suffered by the Buyer arising in any way from the Agreement.10.0 DISCLAIMER
10.1 Notwithstanding the use of the terms 'sales' or 'purchases' or other words suggesting transfer of ownership computer programs and software products are licensed to the Buyer (not sold or purchased) subject to the licence agreement of LinkUp Technology Ltd or the software publisher accompanying the product.11.0 FORCE MAJEURE
11.1 LinkUp Technology Ltd. shall not be liable for any default due to any circumstance beyond the reasonable control of LinkUp Technology Ltd. including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake or shortage of supply or failure to deliver by a Supplier to LinkUp Technology Ltd.12.0 GENERAL
12.1 If any term or provision of the Conditions is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of the Conditions shall continue in full force and effect as if the Conditions had been agreed with the invalid illegal or unenforceable provision eliminated. We may without your consent sublicense our rights or obligations or any part of the Conditions. The headings in the Conditions are for ease of reference only and shall not affect the interpretation of any of the Conditions.13.0 ENTIRE AGREEMENT
13.1 Each of the parties agrees that save in respect of statements made fraudulently, negligently or by innocent misrepresentation, it shall have no remedy in respect of any untrue statement upon which it relied in entering the Agreement and that its only remedies shall be for breach of contract.14.0 GOVERNING LAW AND JURISDICTION
14.1 The Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the Courts of England and Wales.15.0 RIGHTS OF CONSUMER
15.1 Nothing in these Conditions shall affect the statutory rights of a consumerb) Offer and Sale of Services.
The following terms and conditions ("the Conditions") are the terms on which LinkUp Technology Ltd. ("we or us") sells services such as web hosting, VoIP systems and support services to the buyer ("you"). These Conditions supersede all other terms and conditions relating to the subject matter of these Conditions. Any agreement ("the Agreement") between LinkUp Technology Ltd. and the Buyer shall be governed by these Conditions. Further to these Conditions please read the conditions applying to specific services residing in each of the appropriate sections of this web site.
16.0 Your right to cancel
16.1 This clause 3 applies only if you are a "consumer", which for the purposes of this clause 3 shall mean any natural person who is acting for purposes that are outside his or her business.
16.2 For the purposes of the Regulations:
16.2.1 The supplier shall be LinkUp Technology Ltd;
16.2.2 The address of the supplier shall be the correspondence address as set out in clause 1.2 above;
16.2.3 Prices on the Website are updated periodically and cannot be guaranteed for any period of time and every effort is made to ensure prices are correct at the point at which the consumer places an order.
16.2.4 Any complaints should be sent in writing to the supplier's correspondence address.
16.3 A consumer will, subject to any exceptions or exclusions set out in the Regulations, be entitled to cancel these Conditions by serving a written notice of cancellation on us at any time during the following periods:
16.3.1 In the case of Goods, within seven working days after the day on which the consumer receives the Goods;
16.3.2 In the case of Services, within seven working days after the date you enter into a contract with us.
16.4 In the event of cancellation by the consumer Goods should be returned to the supplier's correspondence address. The consumer will be liable for the costs of returning such Goods or the costs of the supplier in recovering such Goods unless the consumer has a right to reject the Goods under a term of these Conditions or under statutory right (including any right under the Unfair Terms in Consumer Contract Regulations).
16.5 The consumer will not be entitled to cancel any contract for the supply of Services once the performance of the Services has begun.
16.6 Please note that we begin to perform certain Services, such as registration or renewal of certain domain names and website hosting, within 24 hours after you place your order.
17.0 Security
17.1 You must:
17.1.1 keep your username and password secure (and we may change these at any time for good reason);
17.1.2 if requested use your username and password when giving instructions (and we are authorized to comply with instructions containing your username and password);
17.1.3 take reasonable steps in respect of matters in your control to minimize any risk of security breaches in connection with the Services;
17.1.4 notify us of any unauthorized access to your account which you believe may affect the overall security of our systems; and
17.1.5 comply with our security checks.
18.0 Services
18.1 We will supply the Services with reasonable skill and care.
18.2 However, we do not guarantee:
18.2.1 that the Services will be uninterrupted, secure or error-free; or
18.2.2 that any Data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all.
18.3 We do not provide a back-up of your Data or guarantee the integrity of your Data, however, we will use our reasonable endeavors to provide copies of Data for disaster recovery purposes.
18.4 We may have to suspend the Services for repair, maintenance or improvement. If so, we will restore them as quickly as is reasonably possible.
18.5 Specific Conditions on the Provision of Telephony Services
By purchasing our Telephony Services (VoIP) you confirm that you understand that our services:
18.5.1 may not offer all of the features you may expect from a conventional phone line;
18.5.2 may sometimes be unavailable as a result of things over which we have no control, for example, the weather, power disruptions and failures of your internet service provider (ISP) or broadband connection and you understand that in such circumstances all services (including 999/112 public emergency call services) will also be unavailable;
18.5.3 may not connect you to the public emergency service and if we do, may not provide your phone number and location details to the operator if you make a public emergency services call. You will have to provide your location information and phone number verbally to the operator; and
18.5.4 may not offer you the ability to transfer (port) your existing number to an alternative service if your service ends.
18.6 The Service provided by us is not a Publicly Available Telephone Services (PATS) and your attention is specifically drawn to the service descriptions at www.linkuptechnology.com that sets out the Service offering and service limitations for our customers. The Service is subject to different regulatory treatment than a Publicly Available Telephone Services (PATS) and this may limit or otherwise affect your rights of redress before regulatory agencies such as OFCOM in the UK.
19.0 Your obligations
19.1 You must comply with our reasonable instructions and requests concerning the Services.
19.2 You must provide us with up to date contact details of one or two named representatives with whom we are authorized to deal (including email addresses) and promptly notify us of any changes. We rely on this information for various reasons including the transmission of renewal notices and other important information concerning the Services.
19.3 You must comply with our Acceptable Use Policy and bring it to the attention of your authorized users.
19.4 You are responsible for all persons who use your username and password to access the Services, whether authorized or not, unless acting on our behalf.
19.5 There is a risk that Data generated, stored, transmitted or used via or in connection with the Services may be irretrievably damaged or lost if there is a fault or on suspension or termination. You must frequently back-up all such Data that you wish to save.
20.0 Restrictions
20.1 You must refrain from transferring any illegal material or engage in unlawful activities via your use of the Services.
20.2 You must refrain from sending menacing, offensive, defamatory, obscene, indecent or abusive messages or telephone calls whilst using the Services.
20.3 You must not use or permit the usage of the Services in a manner that is inconsistent with any and all applicable laws and regulations.
20.4 You must not make available or upload Data via your use of the Services that contain a virus, worm, trojan or other malicious Data or download any disabling or harmful devices.
20.5 You must not use the Services to send bulk unsolicited commercial emails or telephone calls.
20.6 You warrant that your use of the Services will not infringe any third party intellectual property or other rights.
20.7 You must not embark on any course of action, whether by use of your website, telephone or any other means, which may cause a disproportionate level of activity (for example, causing mail bombs, denial of service attacks or encouraging large numbers of inbound phone calls) without providing us at least seven day's prior notice in writing. If you give notice or we otherwise become aware of such disproportionate use we may:
20.7.1 move your service to a dedicated service and charge our then current rate as detailed on our Website; or
20.7.2 terminate some or all of the Services forthwith.
20.8 For an Internet Telephony Service, we consider the use of more than 2 concurrent channels per phone number to be a disproportionate level of activity.
21.0 Content of your website
21.1 It is your responsibility to ensure that "Content" (meaning Data placed on our servers by you or on your behalf or third party data facilitated by you, for example, chat rooms or discussion groups) is "server-ready" (including virus free) and will function satisfactorily.
21.2 You bear sole responsibility for all Content. We do not, and are not obliged to, check Content. Our rights to remove and take other steps in relation to Data are without prejudice to this sub-clause 21.2.
22.0 Registration of your domain name
22.1 You are bound by all present and future applicable terms and conditions of the relevant Registry.
22.2 You hereby grant us the authority to act as your agent in relation to the registration of your domain name with a Registry.
22.3 Domain names that are not renewed will be cancelled.
22.4 With respect to renewal of domain names, we will:
22.4.1 notify you of any renewal notices received by us; and
22.4.2 use our reasonable endeavours to renew domain names which by the renewal date you have specifically asked us in writing to renew.
22.5 There is no charge for the transfer of your domain name to another Internet service provider. However you agree that we do not have to transfer your domain names to a new Internet service provider until you have paid all outstanding debts to us.
23.0 Email security
23.1 If you subscribe to our email protection services (e.g. virus or spam filtering) we will use our reasonable endeavours to detect and, if appropriate, filter all viruses and other unwanted email identified from time to time when attached to incoming or outgoing emails (as subscribed), however, we cannot guarantee a 100% accuracy in our virus or filtering systems.
24.0 Data
24.1 We may access, copy, preserve, disclose, remove, suspend or delete any Data:
24.1.1 if we are required to do so by applicable law or competent authority; or
24.1.2 for the purposes of registration of domain names with a Registry; or
24.1.3 if it is otherwise permitted under these Conditions; or
24.1.4 if such Data is prohibited under these Conditions.
25.0 Personal Data
25.1 We will process your Personal Data only in compliance with our privacy policy available on our website.
25.2 You consent to such processing and confirm that you have shown our privacy policy to, and obtained similar consent from, any third party individuals whose Personal Data you have supplied to us and will continue to do so in the future.
26.0 Risk and Title to Goods
26.1 Any Goods being supplied as part of a service type agreement covered in Section b) of these terms and conditions shall be subject to the terms and conditions outlined in section a) above. All Risk shall pass to you on delivery, but the Goods shall remain our property until such time as full payment has been received.
27.0 Limitation of liability
27.1 Nothing in these Conditions in any way excludes or restricts our liability for negligence causing death or personal injury or for fraudulent misrepresentation or for anything which may not legally be restricted. Nor does it affect consumers' statutory rights.
27.2 Our liability in contract, tort (including negligence) or otherwise in connection with these Conditions for any one event or a series of events is limited to the price of the Goods, or 125% of the payment we received from you for the Services in the 12 months before the event (s) complained of.
27.3 In no event (including our own negligence), and even if we have been advised of the possibility of such losses, will we be liable for any:
27.3.1 economic loss (including, without limitation, loss of revenue, profit, contract, business or anticipated savings);
27.3.2 loss of goodwill or reputation;
27.3.3 special, indirect or consequential loss; or
27.3.4 damage to or loss of Data.
27.4 We have no liability for goods and services provided by third parties.
27.5 To the extent allowed by law, we exclude all conditions, terms, representations and warranties, whether imposed by statute or by law or otherwise, that are not expressly stated in these Conditions including, without limit, the implied warranties of satisfactory quality and fitness for a particular purpose. Consumers' statutory rights are unaffected.
28.0 Indemnity
28.1 You will indemnify us against all claims, damages, liabilities, costs (including reasonable legal fees) directly or indirectly related to your registration of or use of your domain names, the use of the Goods, your use of the Services, or breach by you of these Conditions.
29.0 Payment
29.1 You must pay the fees (together with VAT and any applicable taxes) specified on our Website when you order Goods or order or renew any Services.
29.2 Payment may be made:
29.2.1 by cheque, BACS, credit card or debit card; and
29.2.2 in advance or, if we agree to credit terms, within 10 days of our invoice.
29.3 Payment for the Services may be made:
29.3.1 monthly or annually, by Direct Debit, credit card or debit card; and
29.3.2 annually by Direct Debit, cheque, BACS, credit card or debit card; and
29.3.3 in advance or, if we agree to credit terms, within 10 days of our invoice.
29.4 Payment must be made without deduction or set-off.
29.5 All fees are non refundable unless otherwise stated.
29.6 All fees remain payable where we suspend the Services in accordance with these Conditions.
29.7 We may impose a credit limit on your account and/or require a deposit as security for paying bills.
30.0 Duration and termination
30.1 All Services paid for either annually or monthly will be subject to initial contract periods of 12 months or 90 days respectively, and shall continue thereafter on a rolling monthly basis unless and until terminated in accordance with clause 30.2 and 30.3.
30.2 Subject to clause 30.1, either party may terminate this agreement (as regards some or all of the Services) at any time for any reason by giving to the other 30 days written notice.
30.3 We may terminate this agreement (as regards some or all of the Services) or suspend some or all of the Services immediately on written notice:
30.3.1 if you breach any the terms and obligations under these Conditions and, if remediable, having received from us a written notice stating the intention to terminate these conditions if not remedied, fail to remedy the breach within 14 days;
30.3.2 if you are subject to a resolution for winding up or a petition for bankruptcy or liquidation or there is a proposal or you enter into any arrangement or composition with your or for your creditors or a receiver or liquidator or trustee in bankruptcy is appointed over you or any of your assets or any similar circumstances; or
30.3.3 if we are required to do so by a competent or regulatory authority.
30.4 On termination of this agreement or suspension of Services for any reason:
30.4.1 we will immediately stop supplying, and will terminate access to, the relevant Services. This may involve irretrievable damage to or loss of Data generated, stored, transmitted or used via or in connection with the Services and / or we may destroy any such Data;
30.4.2 all licenses granted by us to you will terminate;
30.4.3 any fees due remain payable and, if already paid, will be non-refundable unless you have cancelled this agreement in accordance with clause 30.1;
30.4.4 your accrued rights and liabilities will be unaffected.
31.0 Confidentiality
31.1 We both agree not to use for any purpose apart from this agreement or disclose any Confidential Data received from the other party. "Confidential Data" means Data identified as, or which clearly is, confidential.
31.2 This clause does not apply to Data which:
31.2.1 enters the public domain other than through breach of this clause;
31.2.2 is or becomes independently known to the receiving party free from any confidentiality restriction;
31.2.3 is required to be disclosed by applicable law or competent authority;
31.2.4 is reasonably disclosed to employees, suppliers or others for the proper performance of these Conditions;
31.2.5 is reasonably disclosed to professional advisers; or
31.2.6 we are otherwise permitted to disclose in accordance with these Conditions.
32.0 Notices
32.1 You should send any notices under these Conditions to the correspondence address, fax or email address given at the top of these Conditions.
32.2 We shall send any notices in accordance with the most recent contact information which you have provided to us.
32.3 Notices may be sent by hand, recorded delivery, fax or email and shall be deemed to be received:
32.3.1 by hand - when delivered provided handed to a senior employee;
32.3.2 recorded delivery - five days after posting;
32.3.3 fax - when the sender receives an error-free transmission report; or
32.3.4 email - on the day sent unless the contrary is proved.
33.0 General
33.1 These Conditions represent the entire agreement of the parties relating to its subject matter. It supersedes all prior agreements and representations (unless fraudulent). We are not bound by, nor should you rely on, any oral representations or representations by any agent or employee of any third party you may use to apply for our Services.
33.2 If any part of these Conditions is deemed void for any reason, the offending words shall be deemed deleted and the remainder shall continue in full force.
33.3 You may not assign these Conditions or subcontract or resell any of the Services without our prior written consent. We may assign these Conditions or subcontract any of the Services.
33.4 We shall not be liable for failure to perform or delay in performing any obligation under these Conditions if the failure or delay is caused by any circumstances beyond our reasonable control, including but not limited to failure of any communications, telecommunications or computer system.
33.5 No firm, person or company which is not a party to these Conditions shall have any right under the Contract (Rights of Third Parties) Act 1999 to enforce any provision of these Conditions.
33.6 The failure to exercise or delay in exercising a right or remedy under these Conditions shall not constitute a waiver of the right or remedy.
33.7 Nothing in these Conditions shall be construed as creating a partnership or joint venture of any kind between us.
34.0 Choice of law
34.1 This agreement is governed by English law and is subject to the exclusive jurisdiction of the courts of England & Wales.
Copyright © 2009 LinkUp Technology Ltd.