Terms & Conditions


Creative Zoom Designs Terms & Conditions

ZoomOut Limited's provision of Creative Zoom Design Services (as defined below) are subject to the following terms and conditions. By subscribing for any Creative Zoom Designs Services, you agree to be bound by these terms and conditions.

1. DEFINITIONS

In this Agreement, the following words shall have the following meanings:

"Agreement" means these terms and conditions together with any Order Confirmation;

"ZoomOut" means ZoomOut Limited whose registered office is at 758 Great Cambridge Road, Enfield, Middlesex EN1 3PN ;

"Software" means any software and software tools provided for your use as part of the Creative Zoom Designs Services;

"Charges" means the sums payable by you to ZoomOut in respect of the provision of Creative Zoom Designs Services as notified by ZoomOut to you from time to time during the Term;

"Customer Materials" means all materials provided by you (or on your behalf) in connection with this Agreement including, without limitation, text, graphics, logos, photographs, images, moving images, sound, illustrations and any software;

"Interest" means interest at 4% over the base rate for the time being of National Westminster Bank plc (or such other comparable UK bank's rate as ZoomOut may designate);

"Order Confirmation" means any written communication from ZoomOut confirming the Creative Zoom Designs Services that ZoomOut has agreed to supply to you and the charges for such Creative Zoom Designs Services;

"Start Date" means the date when ZoomOut agrees to supply any Creative Zoom Designs Services to you (as stated on the Order Confirmation);

"Term" means the term of this Agreement as set out in Clause 3;

"Creative Zoom Designs Services" means any or all of the business website services provided by ZoomOut as described at www.creativezoomdesigns.co.uk including, without limitation, website creation, domain name registration, monthly search engine submissions, e-commerce set-up, hosting and technical support;

"Website" means any business website that ZoomOut creates for you.

2. CONTRACTING PARTIES

This Agreement is made between you and ZoomOut LTD.

3. TERM

This Agreement shall commence on the Start Date and shall, unless terminated earlier in accordance with the terms of this Agreement, continue for 12 months ("Initial Term") and thereafter indefinitely until either party serves at least 30 days written notice of termination on the other PROVIDED THAT no such notice may expire before the end of the Initial Term ("Term").

4. PROVISION OF CREATIVE ZOOM DESIGNS SERVICES

4.1 ZoomOut shall provide such of the Creative Zoom Designs Services as ZoomOut has agreed to provide to you with reasonable skill and care during the Term provided that you promptly supply any Customer Materials and information (in the format and media that ZoomOut may reasonably request) to enable ZoomOut to perform the Creative Zoom Designs Services. ZoomOut shall not be obliged to return any Customer Materials so supplied.

4.2 You may at any time during the Term upgrade or downgrade the level of the Creative Zoom Designs Services that you receive. If you downgrade, you may lose some of the content from your website. If you upgrade, the Charges payable by you will increase accordingly.

4.4 ZoomOut shall provide a technical support and customer information help desk 9am to 5pm Monday to Friday (except UK public holidays). See www.creativezoomdesigns.co.uk for contact details.

4.5 ZoomOut may suspend temporarily or alter the operation of the Creative Zoom Designs Services for legal or technical reasons without notice to you. ZoomOut shall endeavour to notify you by any appropriate method (including the publication of a general notice at www.creativezoomdesigns.co.uk) as far in advance as possible of such temporary suspension or alteration.

4.6 ZoomOut may at any time, without explanation, change the services comprising the Creative Zoom Designs Services if this is needed to comply with any law or regulatory obligation or where such change does not materially detract from the quality or performance of the Creative Zoom Designs Services.

4.7 ZoomOut reserves the right (but does not assume the obligation) to monitor your use of the Creative Zoom Designs Services and any Website.

4.8 ZoomOut reserves the right to suspend and/or require you to change any username or password used in connection with Creative Zoom Designs Services if ZoomOut considers that a breach of security has occurred. You shall take all necessary steps to ensure that username and passwords are kept confidential and secure and are not disclosed to any unauthorised persons.

4.9 You shall ensure that all equipment used by you to access the Website and Creative Zoom Designs Services or any online administration system operated by ZoomOut shall have adequate, appropriate and up to date virus protection software.

5. CHARGES

5.1 You shall pay the Charges by credit card and/or direct debit (as applicable) or by such other method of payment as ZoomOut may agree in its sole discretion (e.g. by cheque). All Charges are non-refundable.

5.2 All sums payable under this Agreement are exclusive of VAT (unless the contrary is expressly stated).

5.3 If you fail to pay any amount due to ZoomOut under this Agreement on the due date for payment, Interest shall be added to such amount for the period from and including the due date to and including the date of receipt (whether before or after judgment).

5.4 Without prejudice to any other rights or remedies which may be available to ZoomOut, if you fail to pay ZoomOut any amount on the due date, ZoomOut shall be entitled to cancel this Agreement and apply a £100 set up fee should you wish to resume Creative Zoom Designs Services.

5.5 In the event of a cheque or credit card failing to clear, or a direct debit failing, ZoomOut reserves the right to levy a fee of £30 for each occasion that such failure occurs.

5.6 After your initial payment which covers your first monthly hosting fee, subsequent hosting charge will be due monthly on the same day each month starting 30 days after the initial contract start date.

6. CREATIVE ZOOM DESIGNS SERVICES ACCEPTANCE PROCEDURE

If ZoomOut builds you a Website and/or the Creative Zoom Designs Services comprise the supply of tools (e.g. e-commerce solutions) then the following procedure for acceptance shall apply:

6.1 On completion of the Website and/or tools (the "Build"), ZoomOut shall submit the Build to you and you shall have 14 days to test the Build and provide ZoomOut with up to 2 written sets of required minor amendments ("Build Amendments"). If you do not indicate your acceptance or rejection of the Build or provide any Build Amendments within the aforementioned 14 days then you shall be deemed to have accepted the Build.

6.2 ZoomOut shall attend to any Build Amendments and submit for your approval (such approval not to be unreasonably withheld). If you do not indicate your acceptance or rejection of ZoomOut's handling of the Build Amendments within 7 days then you shall be deemed to have approved.

6.3 You may not reject the Build unless it fails materially to function.

6.4 No Website shall go 'live' without your prior written approval. Prior to your approval, ZoomOut shall temporarily host your Website at a subdomain on its server where it cannot be seen publicly.

6.5 You have the right to cancel your order within seven working days after the day on which you agreed to go ahead with this service. If you do decide to cancel, you should put this in writing to: ZoomOut Creative Zoom Designs, 758 Great Cambridge Road, Enfield, Middlesex EN1 3PN. Any costs incurred by ZoomOut Creative Zoom Designs during this period (e.g. domain name registration) will be deducted from any refund due to you.

7. SUBMISSION TO SEARCH ENGINES

ZoomOut shall submit all ‘live’ Websites to several major search engines. Submission does not guarantee that your Website will appear in a search engine database to which it has been submitted in the form in which it was submitted or at all.

8. DOMAIN NAME REGISTRATION AND RENEWAL

8.1 If requested and paid for as part of Creative Zoom Designs Services, ZoomOut shall purchase a domain name of your choice (such as www.yourbusiness.co.uk) providing that it is available. You hereby warrant that you are legally entitled to use such domain name. A domain name is registered for a period of two years. The domain name will be registered in your name and a certificate of ownership should be sent to you by Nominet, the regulatory body for UK domains.

8.2 If requested and paid for as part of Creative Zoom Designs Services, ZoomOut will renew the domain name purchased for you by ZoomOut. Any domain name that is not renewed will lapse and after a suspension period will become available for purchase on the open market.

8.3 Where you already own a domain name, your Website will not be viewable until you have repointed the address to ZoomOut's web server. ZoomOut will supply you with the address of its web server so that you can effect the change with your domain host. ZoomOut is not responsible for the administration or renewal of privately registered domain names.

9. WARRANTIES AND INDEMNITY

9.2 You hereby accept full liability for and shall indemnify ZoomOut against any damages, costs, liabilities, losses and expenses incurred by ZoomOut arising out of any breach, non performance or non observance of your warranties, undertakings or obligations in this Agreement.

10. LIMITATION OF LIABILITY

10.1 To the extent permitted by law, ZoomOut hereby disclaims any representations or warranties, express or implied, regarding the products and services contemplated by this Agreement including without limitation any implied warranty of satisfactory quality or fitness for a particular purpose.

10.2 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from negligence or any liability that cannot be excluded or limited by law.

10.3 ZoomOut shall not be liable to you under or in connection with this Agreement for any loss of business, contracts, profits, anticipated savings or data or for any indirect, special or consequential loss whatsoever, whether in contract or tort or otherwise and whether or not arising as a result of negligence.

10.4 Subject to this Clause 10, ZoomOut's maximum aggregate liability to you arising out of or in connection with this Agreement shall in no event exceed the amount paid by you to ZoomOut in respect of Creative Zoom Designs Services during the 12 months prior to the event giving rise to any such liability.

10.5 Neither party shall be liable for any delay or non performance under this Agreement caused by an event beyond its reasonable control including, without limitation, acts of God, governmental actions, war and acts of terrorism (a "Force Majeure Event"). The party not claiming the Force Majeure Event may terminate this Agreement if such Force Majeure Event continues and has continued for more than 30 days.

11. TERMINATION

11.2 On termination, your right to use the ZoomOut Software and the Creative Zoom Designs Services shall cease immediately.

12. CONFIDENTIALITY

Neither party shall disclose or pass on any information that it obtains concerning the business, finances, technology and affairs of the other. This provision shall not apply to any information in the public domain other than as a result of breach of this Agreement, information already lawfully in the possession of the receiving party or lawfully obtained from a third party without restriction, disclosure of information which is required by law or other competent authorities.

13. NOTICE

14. ASSIGNMENT

You shall not deal in any way with this Agreement and/or your rights and obligations under it.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements and arrangements (whether written or oral). The parties agree that, neither party shall have any liability for any untrue statement or representation made by it (whether innocently or negligently) upon which the other party relied in entering into this Agreement, unless such untrue statement or representation was made fraudulently. No amendment to, or waiver of, any provision of this Agreement shall be effective unless in writing and signed by both parties.

16. INVALIDITY

If any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable, the remainder of this Agreement shall not be affected.

17. NO PARTNERSHIP

Nothing in this Agreement is intended or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other.

18. RIGHTS OF THIRD PARTIES

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

19. DATA PROTECTION

You agree that ZoomOut may collect, hold, control, use and transmit data obtained from you and any Website in the course of providing the Creative Zoom Designs Services in accordance with the Data Protection Act 1998.

20. LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or in connection with this Agreement.