T&Cs

PuzzledWorld | Standard Terms & Conditions

  1. Definitions
    1. In this Agreement the following words and expressions  have the following meanings:
      1. "we/us" means PuzzledWorld Consultancy Services Ltd (PuzzledWorld);
      2. “Customer” means the person, partnership or company in contract with PuzzledWorld direct or via an agent;
      3. "Services" means design, hosting, registration, telecoms, and any other services or facilities provided by PuzzledWorld;
      4.  "intellectual property rights" means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether registrable or not in any country;
      5. "IP address" is the internet protocol (numeric) address for the server;
      6. "ISP" stands for internet service provider;
      7. "server" means the computer equipment operated by PuzzledWorld in connection with the provision of the Services;
      8. "spam" means sending unsolicited and/or bulk emails;
      9. "virus" means a computer programme that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data, causes damage to the user's files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as "worms" or "trojan horses";
      10. "end-user" means a third party who access and/or uses the Services;
      11. “Agreement” means this agreement entered into by and between PuzzledWorld and the Customer and any addendum or service requisition with additional terms.
    2. The headings of the paragraphs herein are for convenience of reference and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
  2. Duties
    1. PuzzledWorld shall:
      1. provide to the Customer the Services specified subject to availability;
      2. exercise all due care in the provision and maintenance of the Service to provide high quality and reliability;
      3. carry out work within agreed timescales, reporting on progress as appropriate,and providing evidence if required;
      4. correct any failure or malfunction in the Service as soon as  reasonable practicable.
    2. Customers shall:
      1. provide information and any materials or access needed for us to carry out specified work in accordance with any agreed timings and in the format specified;
      2. provide free of charge and in full co-operation any information reasonably required by PuzzledWorld in order to fulfil its obligations under the Agreement
      3. pay for any or all Services as agreed, in accordance with the Agreement;
      4. ensure that they are legally entitled to distribute all content stored on our Servers, either directly or indirectly, and that such material cannot cause damage to, or  infringe the intellectual property rights of any third party.
    3. Both parties shall:
      1. respect each other's confidentiality and proprietary materials and approaches;
      2. adhere to terms and conditions set out in the Agreement.
  3. Service Levels, Backup, Upgrades and Warranty
    1. PuzzledWorld shall use its reasonable endeavours to make the Services available to the Customer 99.9% of the time but because the Services are provided by means of computer and telecommunications systems, makes no warranties or representations that the Service will be uninterrupted or error-free and shall not, in any event, be liable for interruptions of Service or downtime of the server.
    2. PuzzledWorld and its service partners monitor the performance of Services and may release upgrades to the Servers and Services, including patches and bug fixes, or carry out maintenance and remote monitoring and diagnosis of system problems without notice and without cost to the Customer.  Other upgrades including custom software upgrades, or any changes to the initial specification and work agreed will be made at standard hourly rates if requested and agreed in writing.
    3. PuzzledWorld carries out data backups for use in the event of systems failure but do not automatically provide data restoration facilities for individual customers. Every effort is made to ensure data is backed up correctly, but we accept no responsibility for data loss or corruption.
    4. Specific backup and restoration services including, but not limited to, PCSLiveBackup provide a greater reliability of data backup and restoration and such services may include a variation of these general terms and conditions. Such services should be agreed and paid in advance.
    5. PuzzledWorld values its customers and its reputation for reliable service, and therefore provides guarantees against certain products and services. Such guarantees and warranties will be clarified on invoices and specific service agreements, and do not affect customers’ statutory rights.
  4. Charges And Payment
    1. PuzzledWorld endeavour to be flexible and accommodating in relation to payments on accounts. However some of the services provided require us to make payment on customers’ behalf to third-party partners, with whom we agree preferential rates on the basis of prompt payment. Delays in payment can therefore seriously impact the provision of our services to customers.
    2. PuzzledWorld accepts online card payments, and payment via bank transfer or cheque.
    3. Charges are exclusive of VAT, which if payable shall be paid by the Customer.
    4. PuzzledWorld may make enquiries on the Customers company, proprietor or directors of the Customers company with credit reference agencies, who may record that a search has been made.
    5. PuzzledWorld reserves the right to request a non-refundable deposit or advance payment for new accounts, or accounts with a history of delayed payments as follows:
      1. up to 50% of the quote or estimated cost of bespoke service delivery;
      2. up to three months service charge of subscription/renewable services;
      3. first hour's payment of timed services, remote support and PC repair;
      4. full payment in advance for domain registration, setup fees, parts and design work.
    6. Where customers enter a Service Agreement with PuzzledWorld (for example for website design and development) a deposit will be due within seven days of acceptance as set out in the Agreement, and the balance due within 14 days of completion, or within 45 days of the start date if work is delayed due to the customer not providing information or materials as agreed. 
    7. Payment of deposit shall indicate full acceptance of the Agreement , Terms and Conditions.
    8. Unless a maintenance agreement is in place or other terms have been agreed we will usually require payment in full before equipment is released or access to services granted.  We will quote for any work in advance and continue only with your agreement.  Where work is aborted at a client’s request or recommendations are not agreed a fee of £25 applies.
    9. Pro-rata refunds will not normally be issued for Services cancelled before the end of the term.
    10. It is the customers’ responsibility to cancel services that might otherwise automatically be renewed, by giving not less than seven days notice for monthly-billing product, or 28 days notice for annually-billed products and services.
    11. Standard terms are 14 days.  Renewal invoices may be issued 35 days in advance, on 28 day terms.
    12. Following the production of the second reminder, a late payment administration fee of £25 may be applied to accounts and services may be suspended.  A reactivation fee may also apply, and it may not be possible to reactivate services to the same specification or price as before.  The fee covers the additional costs incurred by us needing to chase payment, generate and post reminders, and undertake additional account checks.  We will also notify Luttons Dunford Solicitors at this stage.
    13. PuzzledWorld shall be entitled to charge interest in respect of late payment of any sum, which shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England from time to time in force.
  5. Ownership And Rights
    1. If the Customer requires use of software owned by or licensed to PuzzledWorld in order to use the Services, we grant to the Customer and its employees or agents, a world-wide, non-transferable, non-exclusive licence to use the Software in object code form only, in accordance with the terms of this Agreement. This does not transfer or grant to the Customer any right, title, interest or intellectual property rights in any Software provided.
    2. The Customer may not sell, lease, license or sublicense any Software or Service provided by PuzzledWorld.
    3. PuzzledWorld may make such copies of the Customer Content as may be necessary to perform its obligations under this Agreement, including back up copies of the Content. Upon termination or expiration of this Agreement, PuzzledWorld shall destroy all such copies of the Content and other materials provided by the Customer as and when requested.
    4. PuzzledWorld shall maintain control and ownership of any IP address that is assigned to the Customer as part of the Services and reserves the right to change or remove any and all IP addresses without notice where necessary.
    5. PuzzledWorld shall maintain control and ownership of any telephone number assigned to the Customer as part of the Services and may withdraw or reassign any number that is not used for 56 days.
    6. Domain Names shall normally be registered in the name of the Customer, who may use or transfer the Domain as they wish whilst registered.  PuzzledWorld reserve the right to take ownership of the Domain should payment not be received.
    7. The Customer acknowledges that PuzzledWorld is providing services to the Customer on a non-exclusive basis and may provide services of the same or a similar nature as these to any other party.
    8. The Customer shall retain copyright for all material supplied under the Copyright, Designs and Patents Act 1988 and the provisions of the EU Directive on Copyright and Related Rights in the Information Society 2001, and be fully responsible for any copyright violations in material provided and any expenses incurred if such violations are alleged to occur.
    9. Unless specifically indicated in writing PuzzledWorld retain copyright to any source code developed except software developed under the terms of the General Public License, dual-licensing etc. This allows cost reductions by sharing code between applications and incorporating or using code under the General Public License, dual-licensing etc as required.
    10. Equipment or property left with PuzzledWorld unclaimed for 90 days may be disposed of.
  6. Acceptable Use Policy (Webhosting & Email)
    1. The website and use of the Services may be used for lawful purposes only and the Customer may not submit, publish or display any content that breaches any law, statute or regulation. In particular the Customer agrees not to:
      1. use the Services in any way to send unsolicited commercial email or "spam", or any similar abuse of the Services;
      2. use any part of the Service with the intention or result of affecting the performance of any computer facilities;
      3. publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any material or information which infringes any intellectual property rights, via the Services or on the Website;
      4. threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
      5. engage in illegal or unlawful activities through the Services or via the Website;
      6. make available or upload files to the website or to the Services that the Customer knows contain a virus, worm, trojan or corrupt data; or
      7. obtain or attempt to obtain access, through whatever means, to areas of the network or the Services which are identified as restricted or confidential. This includes leaving your home directory whilst using SSH access to servers.
      8. operate or attempt to operate IRC bots or other permanent server processes.
    2. The Customer has full responsibility for the content of the Website.  PuzzledWorld is not obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services.
    3. PuzzledWorld shall be entitled to withdraw the Services and terminate the Customer's account without notice if the Customer fails to comply with the Acceptable Use Policy.
  7. Term And Termination
    1. This Agreement will become effective on the date the Service is ordered and shall continue until terminated by either party in writing of its intention to terminate the Agreement.
    2. PuzzledWorld shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.
    3. Either party may terminate this Agreement forthwith by notice in writing if:
      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; or
      2. the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or
      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; or
      4. the other party ceases to carry on its business; or
      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.
    4. 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.
    5. On termination all data held in the customers account will be deleted.
  8. Limitation Of Liability
    1. Nothing in these terms and conditions shall exclude or limit PuzzledWorld's liability for death or personal injury resulting from PuzzledWorld's negligence or that of its employees, agents or sub-contractors.
    2. The entire liability of PuzzledWorld to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
    3. In no event shall PuzzledWorld be liable to any party the Customer for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement (including for loss of profits, use, data, or other economic advantage), however it arises, whether for breach of this Agreement or in tort, and even if PuzzledWorld has been previously advised of the possibility of such damage.  Further, liability for such damages shall be excluded, even if inclusive remedies provided hereunder fail their essential purpose.
    4. All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded. In particular and without prejudice to that generality, PuzzledWorld shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer.
    5. The Customer agrees to indemnify and hold PuzzledWorld and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against PuzzledWorld arising out of any breach by the Customer of the terms of this Agreement or other liabilities arising out of or relating to the Website.
    6. The Customer is responsible for the proper backup and protection of all of its data.
    7. PuzzledWorld shall not be liable for any claims regarding the physical functioning of equipment or media, or the condition or existence of data on storage media supplied before, during or after service.
    8. The sole and exclusive remedy for unsatisfactory work or datya shall be, at PuzzledWorld’s discretion, additional attempts by PuzzledWorld or its partners to recover satisfactory data or refund the amount paid by the customer.  Both parties acknowledge that the price of PuzzledWorld’s services would be much greater if more extensive liability was accepted.
  9. Assignment
    1. PuzzledWorld may assign or otherwise transfer this Agreement at any time., giving notice to the Customer in writing.
    2. The Customer may not assign or otherwise transfer this Agreement or any part of it without PuzzledWorld's prior written consent.
  10. Force Majeure
    1. Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
  11. Governing Law And Jurisdiction
    1. This Agreement shall be governed by and construed in accordance with the law of England and the parties submit to the exclusive jurisdiction of the English courts.