When we agree to provide to you our website design and hosting service ("the Service") this is on the following Terms and Conditions. Accordingly if you order the service you agree to be bound by all the Terms and Conditions below and to the use of your personal information in the manner set out in our Privacy Policy which is incorporated into this Agreement.

Please read these Terms and Conditions carefully.

They set out the terms on which VSense Ltd will provide to you the Service and set out certain obligations imposed on you.

DEFINITIONS

The following words have these meanings:

"us" or "we" or "our" or "VSense" means VSense Ltd whose registered office is 39 Aldwick Felds, Bognor Regis, West Sussex, PO21 3SU, UK;

"the customer" means you who contracts to use the Service;

"the Service" means any or all of the packages provided by us which create for you a business website, including Domain Name Registration, Monthly Search Engine Submission, Hosting and Technical Support and other services where applicable;

"you" or "your" means your business and "your business" means any business with whom you are associated and on behalf of which you are using the Service;

"Your Website" means the website that we create for your business using our software;

"'Commencement Date" means the date you accept our offer to provide the Service whether orally or in writing;

"Content" means text, graphics, logos, photographs, images, moving images, sound, illustrations and any other website content;

"Term" means a period commencing on the Commencement Date;

'Software" means the software and software tools we provide to you to allow you to build and maintain the Service including any Content provided as part of the Service.

1. GENERAL
1.1 The Service is directed exclusively at commercial enterprises in the United Kingdom.

1.2 The Service is provided by VSense and you will be contracting directly with VSense.

2. COMMENCEMENT
This Agreement commenced on the Commencement Date and shall continue indefinitely or until either you or we give notice of cancellation.

3. THE SERVICE
During the Term and provided that you promptly supply us with the information we request when we request it in relation to each element of the Service then we will:

(a) use all reasonable efforts to provide the Service to you with reasonable skill and care;

(b) use any personal information you give to us in accordance with the terms of our Privacy Policy.

We will provide you with a website, which you may build and maintain within the parameters of the Software - dependent on the service you have selected - which is hosted by us on our servers. The website will meet the requirements of the option you have chosen.

You may at any time during the Term of this Agreement upgrade or downgrade the level of Service that you receive. If you downgrade, you may lose some content or images that you have entered. If you upgrade, your payment amounts will increase accordingly.

Bandwidth. Client may occupy only the amount of disk space on a VSense Server and utilize no more than the network bandwidth that is allotted by VSense. Additional fees may be charged for exceeding the disk space and/or network bandwidth allowance of your selected plan.

4. YOUR WEBSITE
Your Website must not:

(a) include material that is defamatory unlawful, objectionable, obscene or in breach of confidence or privacy;

(b) include material protected by intellectual property laws or any other laws unless you own those rights or have received all necessary consents;

(c) act in any manner contrary to applicable law or regulation.

Your Website will be located at the domain name chosen by you (whether obtained through us or transferred by you to our servers).

We will provide help and advice to enable you to make informed choices about the best ways that you can continue to promote your website.

6. DOMAIN NAME REGISTRATION AND TRANSFER
6.1 Registering a new domain name
As part of the Service we will obtain a domain name of your choice such as www.yourbusiness.co.uk providing it is available. Your Website will then be hosted by us at the domain name you have chosen.

6.2 Transferring a domain name
Where you already own a domain name you will not be able to host Your Website on it until you have asked for it to be transferred to our server and that process is complete. There may be a charge from your domain name registration company if you already have a domain name registered. Payment of this charge, if applicable, will be your responsibility.

6.3 Temporary domain name
Prior to your approval to the finished website we have built for you, we will temporarily host Your Website at a subdomain on our server where it cannot be seen publicly until you have agreed that it can go live. After that, Your Website will be available on the domain name you have chosen.

6.4 Effect upon domain names of cancellation if this agreement
If you cancel this agreement or we end it for any reason then you will continue to be responsible for your domain name You may transfer it to another ISP if you require but we shall have no responsibility for this process.

6.5 Renewal of your domain name
When your domain name becomes due for renewal we will renew it on your behalf at a charge of £15 for a .uk and £20 for a .com address per year. This charge may be reviewed in the future and three months' notice will be given of any increases.

6.6 Your obligations
You warrant that you are (or are authorised by) the owner of any trademark or name you wish to use in your domain name.

7. SUPPORT SERVICES
We will provide a technical support and customer information help desk 9am to 5pm Monday to Friday (except UK public holidays). To benefit from this assistance the customer must ring the dedicated telephone helpline or email the dedicated helpline address.

8. LIMITATIONS
8.1 To the extent permitted by law, we exclude all liability (whether arising in contract, or otherwise and whether or not due to our negligence) which we may otherwise have to you as a result of:

(a) any technical, factual, textual or typographical inaccuracies errors or omissions on or relating to the site or any information on the site;

(b) the unavailability of the site or any part of it;

(c) any delay in providing or failure to provide or make available Services or any negligent provision of Services:

(d) any misrepresentation on or relating to the site (other than a fraudulent misrepresentation made by us or on our behalf).

8.2 We do not accept liability for indirect or consequential losses loss of data income or profits or damages for loss of or damage to property.

9. YOUR OBLIGATIONS

9.1 Charges
(a) You will pay for the Service you have chosen and any extra payments that become due in line with our terms and specifications. All payments will be invoiced by VSense Ltd, payments can be made by cheque, credit/debit card, BACS. Any monthly payment plans must be paid for by standing order.

(b) We reserve the right to suspend or cancel any service provided by us in the event that you fail to meet your obligations to provide sufficient funds to VSense to meet our invoices.

9.2 Security and Information
(a) You shall provide us with accurate and current information during the application process. You shall immediately notify us of changes to this information;

(b) You shall take responsibility for the security and proper use of user names and passwords used in connection with the Service and take all necessary steps to ensure that they are kept confidential and secure and are not disclosed to any unauthorised persons;

(c) You shall ensure that all equipment used by you or in your business to access the Service or any online administration system operated by us shall have adequate and appropriate virus protection software, and such software shall be kept fully up to date.

9.3 Your use of the Service
(a) You shall comply with all laws, regulations and licences applicable to you

(b) You shall not:

(i) take any action that may result in impairment to the Service or render the Service less functional or effective;

(ii) use the Service to:

-transmit, store or knowingly or recklessly receive a computer virus and you shall check regularly for viruses;

-publish any Content which is illegal or unlawful including without limitation, Content which is defamatory or in breach of any rights of any person, including copyrights, trademarks and rights of confidence or privacy, or any Content which we believe is offensive, pornographic, abusive, obscene or menacing or may cause inconvenience to others;

-do anything which is contrary to the acceptable use policies of other networks and generally accepted Internet standards and rules;

-process personal information in contravention of the Data Protection Act 1998;

(iii) use a user name or domain name that infringes upon the rights of any other person in statute common law or in a copyright, trademark or name or otherwise in using the Service infringe the intellectual property rights of a third person;

(iv) permit any third party to do any of the above;

(c) You shall take personal responsibility and accept liability for use of the Service in breach of this Agreement by any person you allow to use the Service or who we reasonably consider to be using the Service with your authority;

(d) You may not assign or transfer any of your rights or obligations under this Agreement without our written consent.

9.4 Indemnity You shall indemnify us for all and any losses, claims, proceedings, damages, costs, charges, expenses and other liabilities ("claims") which we may sustain or incur or which may be brought or established against us by any person arising out of or in connection with:

(a) your use of the Service; or

(b) your provision of Content as part of the Service; or

(c) the use of any person you allow to use the Service or who we reasonably consider to be using the Service with your authority (whether or not such use is expressly prohibited by this Agreement); or

(d) any breach by you of this Agreement including, without limitation, any claims arising from a claim of infringement of any intellectual property rights of any third party.

10. OUR RIGHTS
10.1 We reserve the right (but do not assume the obligation) to monitor your use of the Service and may remove or modify any Content if in our opinion, the terms of this Agreement have been breached. We do not endorse the Content of Your Website irrespective of whether we have monitored it.

10.2 We reserve the right to require you to change your username or password or to suspend your access to your username or password if we consider that there is the possibility of a breach of security or an infringement of a third person's intellectual property rights or we consider that your user name is defamatory or offensive.

11. TERMINATION
11.1 This Agreement exists for a minimum period of 12 months from the Commencement Date. You may cancel this Agreement by giving three months' notice in writing to us at any time from nine months after the Commencement Date. Payments will continue to be invoiced in accordance with section 9.1(a) above until the date of termination

11.2 We may terminate or suspend the Service and/or this Agreement by immediate notice if:

(a) you breach any term of this Agreement; or

(b) you use the Service in a manner which we reasonably believe is illegal offensive or is an abusive use of the Service or is otherwise contrary to this Agreement; or

(c) you either (i) become insolvent; (ii) become bankrupt; (iii) have a winding-up order made against you: (iv) pass a resolution for your winding-up; or (v) have a receiver appointed; or

11.3 On termination:
(a) your right to use the Software and the Service shall cease immediately;

(b) we may delete from our servers Your Website. It is your responsibility to maintain a copy of your Content;

(c) we will refund you on a pro rata basis any unused hosting fee paid in advance by you for the Service.

11.4 Termination will not affect any outstanding rights or obligations which may have already arisen between us and will not affect any provisions of this Agreement which are expressly stated to survive termination.

12. SUSPENSION OR ALTERATION OF SERVICE
12.1 We may at any time without explanation immediately suspend part or in an emergency all of the Service for the purposes of maintaining or upgrading the Service.

12.2 We may at any time, without explanation, change the services comprising the Service if this is needed to comply with any applicable safety licence or regulatory obligation or other statutory requirement or where change does not materially detract from the quality or performance of the Service.

13. INTELLECTUAL PROPERTY
13.1 We hereby grant to you a non-exclusive, non-transferable licence to use our web-based Software only on a server controlled by us for the sole purpose of using the Service.

13.2 All intellectual property rights we or our licensors hold in the Software and any material accompanying documentation or Content we provide to you for the purpose of using the Service or in connection with the Service will remain our property or that of our licensors.

14. COPYRIGHT
All rights in the design, text, graphics and other material on the site and the selection or arrangement thereof are the copyright of us or other third parties. Permission is granted to electronically copy and print in hard copy Your Website or any part of it, but no other part of the Site.

15. CHANGES TO THE SERVICES AND THE TERMS AND CONDITIONS OF THIS AGREEMENT
(a) By submitting your personal information to us you consent to our use of that personal information as set out in the Privacy Policy;

(b) We will notify you in writing should we make any changes to our use of your personal information so that you may withdraw your consent to our use of your personal information in that way;

(c) Continued use of the Service will signify that you agree to any such changes in our use of your personal information;

(d) We may at any time change the Terms and Conditions of this Agreement on 30 days' notice to you Continued use of the Service will signify that you agree to any such changes;

(e) We will give you three months' notice in writing of any changes to hosting and technical support payments or to changes to the scale of fees payable for additional services including domain name renewal.

16. GOVERNING LAW
These terms and conditions shall be governed and construed in accordance with English Law and any disputes arising in relation thereto shall fall within the exclusive jurisdiction of the English courts except where we agree otherwise.