Terms and Conditions
Last Updated: 17th May 2018
The following terms and conditions must be agreed before Easy Domains are able to provide you with any of our services. Please read the following carefully before placing any Orders with us. By commissioning any services from Easy Domains, you agree to be bound by the following terms and conditions
This agreement is divided into 23 clauses:
- Definitions and Interpretations
- Scope of Services
- Term and Termination
- Effects of Termination
- Clients Responsibilities
- Delivery and Acceptance of Deliverables
- Rights in Content and Software
- Representation, Warranties, Limitations and Indemnity
- Copyright and Proprietary Rights Notices
- Force Majeure
- Independent Contractors: Authority of Easy Domains
- Nature of Agreement
- Notices and Service
- Applicable Law and Jurisdiction
- Contact Us
1) Definitions and Interpretations
1.1) In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
- means the information annexed hereto containing details of all projected costs and expenses for developing, maintaining and hosting the Deliverables in accordance with this Agreement;
- means the individual, business, or representative of a business who commissions Easy Domains to perform, provide and maintain the Specifications outlined in the Work Statement and subject to this Agreement;
- means all computer programming code (both object and source, unless otherwise specified), as modified or enhanced from time to time by Easy Domains, including, without limitation, all interfaces, navigational devices, menus, menu structures or arrangements, icons, help, operational instructions. script, commands, syntax HTML, design, templates, and the literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access or otherwise affect the Content, whether created or licensed from third parties by Easy Domains including without limitation, any Intellectual Property Rights in such material;
- Confidential Information
- means in relation to either party any information which is disclosed to that party by the other party (whether or not developed by the other) including, without limitation:
- the preparation and Specification of the Deliverables,
- new or pre-existing information that relates to all ideas, designs, methods, discoveries, improvements, products or other results of consulting services,
- trade secrets,
- products data,
- proprietary rights,
- business and financial affairs, and
- Client and employee information;
- means all text, graphics, animation, audio and/or digital video components and all other components of the Deliverables and the selection and arrangement thereof, other than the Code whether created by Easy Domains or provided by the Client for purposes of developing the Deliverables, including without limitation any Intellectual Property Rights therein;
- means all Code (other than source code), Content and other online materials to be produced by Easy Domains hereunder as more fully described in the Work Statement including all documentation such as logic manuals, flow charts, principles of operation, technical manuals and other written materials that relate to the object code, provided however, that documentation does not include end-user instructions, manuals or other operating documentation or materials;
- Easy Domains
- means Business Direct Online Ltd t/a Easy Domains (Company No. 09215025), a company registered in England and Wales, registered office address is 1 St. Georges Court, St. Georges Park, Kirkham, Lancashire, PR4 2EF, and who provides domain registration, web design, web hosting, digital marketing, search engine marketing and search engine optimisation services;
- Intellectual Property Rights
- means any patent, copyright, trademark and design rights (in either case registered or unregistered) format rights, topography rights, trade secrets, moral right, right of attribution or integrity right to confidentiality know-how or other intellectual or industrial property rights or proprietary rights arising under the laws of any jurisdiction (including, without limitation, all claims and causes of action for infringement, misappropriation or violation thereof and all rights in any registrations and renewals);
- Pre-existing Work
- means any pre-existing original works of authorship contained in the Content as identified in the Work Statement;
- means the requirements for the development of the Deliverables, including operational and functional capabilities, maintenance and performance;
- means the period of this Agreement as described in Clause 6.1 subject to earlier termination in accordance with this Agreement;
- means the Client's Website to be developed by Easy Domains pursuant to this Agreement;
- Work Statement
- means the Work Statement set out in the Schedule hereto, as revised by the parties from time to time, containing:
- a description of the Deliverables (including Specifications) to be delivered, and any services to be performed, provided and maintained by Easy Domains for the Client,
- a Budget, and
- a Work Programme.
1.2) Unless the context otherwise requires, each reference in this Agreement to:
- 1.2.1) "writing", and any cognate expression, includes a reference to any communication affected by electronic transmission, facsimile transmission or similar means;
- 1.2.2) a "working day" is a reference to any day other than Saturday or Sunday which is not a bank or public holiday [in the territory of either party];
- 1.2.3) a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- 1.2.4) a Schedule is a schedule to this Agreement; and
- 1.2.5) a clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule.
1.3) In this Agreement:
- 1.2.1) any reference to the parties includes a reference to their respective [personal representatives, heirs], successors in title and permitted assignees;
- 1.2.2) any reference to a person includes any body corporate, unincorporated association, partnership or any other legal entity;
- 1.2.3) words importing the singular number include the plural and vice versa; and
- 1.2.4) words importing either gender include the other gender.
1.4) The headings in this Agreement are for convenience only and shall not affect its interpretation.
2) Scope of Services
2.1) Easy Domains shall author, design, create, develop, host, test and produce the Deliverables, in accordance with the Work Statement. At any time during the term of this Agreement, at the Client’s expense, the Client may request additional services to be performed by Easy Domains in connection with the Deliverables, including any updates or upgrades. Such additional work shall be agreed upon in writing by the parties and shall service as an addition or revision to the Work Statement, shall be subject to the terms of this Agreement and become effective upon execution, by authorised representatives of both parties, of a written statement of the revision.
2.2) Easy Domains agrees to use commercially reasonable efforts to complete the Deliverables in a timely manner according to the Work Programme but the obligations with respect to meeting the Work Programme are subject to delays caused by unforeseen circumstances, by any voluntary action of the Client or of any third parties beyond the control of Easy Domains.
Easy Domains agrees to notify the Client promptly of any event coming to its attention that may affect Easy Domains' ability to meet the requirements of the Work Statement, or that is likely to cause any material delay in delivery of the Deliverables. Easy Domains shall not be in breach of this Agreement as a result of a reasonable delay in delivering the Deliverables occurring for any reason
2.3) Changes in the Work Statement shall become effective only upon written agreement of the parties. Easy Domains shall accept any reasonable change requests made by the Client that reduce the cost of performance; provided, however, that an equitable adjustment in compensation is made for the out of pocket costs of any performance or preparation already undertaken. Easy Domains shall make reasonable efforts to accommodate (but shall not be required to accept) any change requests made by the Client that increase the cost or magnitude of performance, provided that the proposed changes are reasonable in scope and the Client establishes a commensurate increase in compensation.
3.1) The cost for the Deliverables should be that expressed in any applicable quotation, as defined in the Work Statement, and forms part of the Agreement between both parties.
3.2) VAT and any relevant taxes will be added to any quotation or price, if applicable.
4.1) All Prices are net, and in UK Pounds Sterling.
4.2) Any order placed with Easy Domains shall be paid up front and in full, unless provisions are made in the Work Statement to accommodate for progress payments, deferral of payment after completion or some other form of payment schedule.
4.3) Following the failure by the Client to make payment by the Schedule outlined in the Work Statement, Easy Domains can suspend all services until payment of the owed sums have been made in full. The Client hereby acknowledges that should Easy Domains exercise its rights to this clause 4.3, Easy Domains shall not be held liable for any negative impact to the Client or the performance of the Deliverables.
4.4) The Client will make payment to Easy Domains by any one or more of the following means:
- 4.4.1) Credit/Debit Card
- 4.4.2) Direct Debit
- 4.4.3) BACS Payment
5.1) If Easy Domains quotes an unqualified and unconditioned price for Deliverables or particular services in the Work Statement, the amount quoted shall be deemed a fixed price. Unless the Work Statement provides for progress payments, deferral of payment after completion or some other form of payment schedule, the Client shall pay the full amount of the fixed price associated with the Deliverables and shall begin making payments inline with the Work Statement, if applicable.
5.2) Except as set forth in the Work Statement, Easy Domains shall bear all of its own expenses arising from its performance of its obligations under this Agreement, including (without limitation) expenses for facilities, work spaces, utilities, management, clerical and reproduction services, supplies, and the like.
5.3) With respect to Deliverables, and other services for which the parties determine that payment on a fixed price basis is not appropriate, the Work Statement may provide for payment on the basis of time and materials, determined according to the hourly rates set for Easy Domains' employees by skill level in the schedule of rates to be agreed to by the parties and attached hereto. The parties may agree on a maximum aggregate amount for particular services or Deliverables. Easy Domains shall use all commercially reasonable efforts to complete the specified services and/or Deliverables for no more than such aggregate amount.
Should Easy Domains determine at any time that it may be necessary to exceed such aggregate amount, Easy Domains shall provide communicate to the Client, indicating the estimated cost to complete the pertinent services and/or Deliverables. Following receipt of such estimate, the Client shall immediately instruct Easy Domains to:
- 5.3.1) halt work with respect to such services and/or Deliverables,
- 5.3.2) continue on a time and material basis, or
- 5.3.3) suspend work pending further negotiation of a fixed price for completion.
5.4) The hourly rates prescribed by the schedule of rates, if so attached, shall be in lieu of compensation or reimbursement for any costs or burden incurred by Easy Domains except as specifically set out in the Work Statement. Rates quoted by Easy Domains in the schedule of rates are subject to change upon thirty (30) days advance notice, provided that any such change shall have no effect upon rates or charges for work already rendered or scheduled to be rendered within thirty (30) days of the issue of such notice.
5.5) All Deliverables to be provided by Easy Domains in this Agreement shall be paid for by the Client in accordance with the Specifications, Budget and Work Programme of the Work Statement.
6) Term and Termination
6.1) This Agreement will remain in effect through the period of time during which the parties agree that Easy Domains will provide the Deliverables, as described in the Work Statement.
6.2) Either party shall have the right, exercisable by giving not less than thirty (30) days notice to the other at any time prior to the expiry of the period specified in Clause 6.1 (or any further period for which this Agreement has been extended pursuant to this provision) to extend this Agreement for a further period outlined in the Work Statement.
6.3) Either party may terminate this Agreement after Easy Domains has provided the Deliverables by giving to the other not less than thirty (30) days notice, to expire on or at any time after.
6.4) The Client will make payment to Easy Domains by any one or more of the following means:
- 6.4.1) any sum owing to that party by the other party under any of the provisions of this Agreement is not paid within thirty (30) days of the due date for payment;
- 6.4.2) the other party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within thirty (30) days after being given written notice giving full particulars of the breach and requiring it to be remedied;
- 6.4.3) the other party makes any voluntary arrangement with his or its creditors or (being a company) becomes subject to an administration order (within the meaning of Section 268 of the Insolvency Act 1986);
- 6.4.4) the other party (being an individual or firm) has a bankruptcy order made against him or it or (being a company) goes into liquidation (except for the purposes of amalgamation or reconstruction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);
- 6.4.5) anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other party;
- 6.4.6) the other party ceases, or threatens to cease, to carry on business; or
- 6.4.7) control of the other party is acquired by any person or connected persons not having control of that other party on the date of this Agreement.
6.6) The rights to terminate this Agreement given by this Clause 6 shall not prejudice any other right to remedy of either party in respect of the breach concerned (if any) or any other breach.
7) Effects of Termination
Upon the termination of this Agreement for any reason:
7.1) any sum owing by the Client to Easy Domains under any of the provisions of this Agreement shall be immediately payable and the Client will pay Easy Domains for all unpaid invoices and uncompensated staff time and expenses up to the date of termination; provided, however, that if the Deliverables are being provided on a fixed price billing basis, all staff time and expenses shall be paid as if on a time and material billing basis;
7.3) any provision of this Agreement which is expressed to continue in force after termination shall continue in full force and effect; and
7.4) subject as provided in this Clause 7, and except in respect of any accrued rights, neither party shall be under any further obligation to the other.
8) Clients Responsibilities
8.1) The Client shall
- 8.1.1) provide access to a domain name or,
- 8.1.2) Easy Domains will access an existing domain name
- 8.1.3) furnish information requested by Easy Domains,
- 8.1.4) provide adequate access to personnel of the Client, and
- 8.1.5) maintain the accessibility and operability of the Deliverables to the extent reasonably necessary for Easy Domains to fulfil its responsibilities under this Agreement. Any delays attributable to the Client's failure to respond to reasonable requests by Easy Domains will extend any and all deadlines for an amount of time equal to the Client's delay.
8.2) The Client shall maintain such rights in the property described in Clause 11.2 and any third party software during the Term as necessary to carry out the purposes of this Agreement.
9) Delivery and Acceptance of Deliverables
9.1) Easy Domains shall deliver the Deliverables at the times and in the manner specified in the Work Statement.
9.2) The procedure for acceptance of any Deliverable shall be as follows:
- 9.2.1) The Client shall have the time shown in the Work Statement to inspect each such Deliverable when received. Upon completion of such inspection, the Client shall issue written notice indicating approval of the Deliverables (provided that, in any event unless the Client has notified Easy Domains of its rejection of any Deliverables within thirty (30) days following delivery thereof, the same shall conclusively be deemed approved).
- 9.2.2) The Client may only reject Deliverables for material failure to comply with the applicable Specifications. In the event of rejection, the Client shall give its reasons for rejection to Easy Domains in reasonable detail. Easy Domains shall then have the time allotted in the Work Statement to use commercially reasonable efforts to correct any deficiencies or non-conformities from the applicable Specifications and resubmit the rejected items as promptly as reasonably possible until the Deliverables are approved; provided, however, that upon the third and subsequent rejection, Easy Domains or the Client may perform one of the following:
- 184.108.40.206) terminate this Agreement with thirty (30) days’ notice, unless the Deliverables are accepted during the notice period, with an equitable partial refund with respects to the Deliverables; or
- 220.127.116.11) negotiate further corrections to the Deliverables at the Client’s expense.
- 9.2.3) Upon approval of the Deliverables by the Client, the Specifications for such Deliverables shall automatically be deemed to be amended to conform to the Deliverables as accepted by the Client.
10.1) The Client shall be responsible for the maintenance, renewal, control and editorial content of the Website. Easy Domains will not be responsible for reviewing the text, graphics, animation, audio and/or digital video components prior to uploading such content onto the Website, however, at the discretion of Easy Domains, the aforementioned media may be reviewed for material Easy Domains considers offensive, libellous, obscene, harmful or otherwise unlawful or objectionable.
The Client shall ensure that the content must be and remain fully compatible with the Website; provided, however, upon request from the Client, and at the Client's sole expense, Easy Domains shall make commercially reasonable efforts to assist the Client in resolving any content related compatibility problem.
10.2) Easy Domains shall be responsible for all aspects of hosting, operation, and maintenance of the Website in accordance with the Specifications set forth in this Agreement.
10.3) The Client shall be solely responsible for collecting any and all required taxes and other governmental charges and duties from users of the Website, if applicable.
10.4) Easy Domains may publish accreditations, disclaimers or other materials on the Website as Easy Domains reasonably deems appropriate. In addition, Easy Domains shall have the right to review the Website and remove or edit content which, in its sole discretion, Easy Domains considers offensive, libellous, obscene or otherwise unlawful or objectionable (including without limitation, hyperlinks, framed content or meta tags which Easy Domains considers potentially infringing of third party intellectual property rights); provided, however, that Easy Domains shall attempt to contact the Client prior to removing or editing such content. The parties will attempt to meet in good faith to resolve any such issues. If the parties are unable to resolve such issues or Easy Domains is unable to contact the Client, after using reasonable efforts, Easy Domains may remove such content in its reasonable discretion.
11) Rights in Content and Software
11.1) All Deliverables and other items and materials delivered by Easy Domains to the Client hereunder, and all Intellectual Property Rights associated with any of the foregoing, shall be owned exclusively by Easy Domains, and no right, title or interest in or to any of the same other than the license granted to the Client pursuant to Clause 11.3 is granted, transferred or assigned to the Client by this Agreement or any Work Statement. The Client shall:
- (i) take such further action as Easy Domains may reasonably request (including, without limitation, execution of affidavits and other documents) to effect, perfect or confirm Easy Domains’ ownership interests as set forth in this Clause 11. The Client shall not make any copies of any Deliverables outlined in Clause 11.1 whereby all Intellectual Property Rights are the property of Easy Domains, without express written permission of Easy Domains.
11.2) The Client’s logos, trademarks, trade names, copyright materials and the Client’s Pre-existing Work remain the Client’s sole property. Easy Domains agrees that the service mark [e.g., "Client’s Website”], uniform resource locator ("URL”) [e.g., "www.example.com”] and the IP numeric equivalent will be obtained by and remain the sole property of the Client, unless the Client relinquishes ownership, or any other legal proceedings take precedent. Easy Domains agrees to identify the Client’s trademarks, copyrights and other Intellectual Property Rights in the Website by including appropriate symbols and notices as reasonably requested by the Client.
11.3) Subject to the terms and conditions of this Agreement, each party (the "Owner") hereby grants the other a non-exclusive, non-transferable (except with written permission from the Owner), non-sub-licensable, worldwide license to use, reproduce and/or modify the Owner's property, as described in this Agreement, solely in connection with the operation and marketing of the Client.
11.4) All rights in and to the Deliverables and any other items and materials delivered by Easy Domains to the Client, which are not expressly granted to the Client under Clause 11.3 above, are reserved to Easy Domains. Without limitation, the Client shall not, and shall not assist, authorise or encourage any third party to:
- 11.4.1) use or transmit any Deliverables on or to any other Website or network not owned by Easy Domains;
- 11.4.2) reverse engineer, decompile, disassemble any Deliverables or otherwise attempt to discover any Source Code or trade secrets related to any Deliverables;
- 11.4.3) distribute, license, rent, sell, lease or otherwise transfer any Deliverables;
- 11.4.4) modify or create derivative works based on any Deliverables; or
- 11.4.5) remove, obscure or alter any notice of copyright, trademark or other proprietary notices present on or in any Deliverables.
12.1) Each party undertakes that, except as provided in Clause 12.2 or as authorised in writing by the other party, it shall, at all times during the continuance of this Agreement and for as long as is required to comply with legal obligations, performance of contracts and contractual record keeping, after its termination:
- 12.1.1) not disclose any Confidential Information to any other individual or business;
- 12.1.2) not use any Confidential Information for any purpose other than as stated by and subject to the terms of this Agreement;
- 12.1.3) not make any copies of, record in any way or part with possession of any Confidential Information; and
- 12.1.4) ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that party, would be a breach of the provisions of 12.1.1 to 12.1.3 above.
12.2) Either party may, with explicit consent of the other party, wherein both parties comply with legal and regulatory obligations;
- 12.2.1) disclose any Confidential Information to:
- 18.104.22.168) any subcontractor or supplier of that party;
- 22.214.171.124) any governmental or other authority or regulatory body; or
- 126.96.36.199) any employee or officer of that party or of any of the aforementioned persons or bodies;
- 12.2.2) use any Confidential Information for any purpose, or disclosure it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that party, provided that in doing so that party does not disclose any part of that Confidential Information which is not public knowledge.
12.3) The provisions in Clause 12 shall continue in force in accordance with the terms of this Agreement, notwithstanding the termination of this Agreement for any reason.
13) Representation, Warranties, Limitations and Indemnity
The following representations and warranties are provided solely for the benefit of the parties to this Agreement, and no other person or entity.
13.1) Easy Domains warrants that
- 13.1.1) the Deliverables and software it creates or licenses to the Client shall perform reasonably as stated in the Work Statement; and
- 13.1.2) it will perform all work called for in the Work Statement in compliance with applicable law.
13.2) Easy Domains warrants that any part of the Client's Website and Content developed solely by Easy Domains:
- 13.2.1) will be original and will not infringe on any patent, copyright, trade secret or other proprietary rights of others; and
- 13.2.2) will not be infringing, defamatory, damaging, obscene, illegal or offensive to any third party or violate any third parties rights of privacy or publicity; and
- 13.2.3) will be suitable for all age groups and does not knowingly aim at users under the age of 18; and
- 13.2.4) will be free from spam, malware and malicious code.
13.3) The Client warrants that no part of the Website, including all related materials and Content provided by the Client in the production of the Deliverables:
- 13.3.1) will be copied or duplicated content and will not infringe on any Intellectual Property Rights of others; and
- 13.3.2) will be infringing, defamatory, damaging, obscene, illegal or offensive to any third party or violates any third parties rights of privacy or publicity.
13.4) The Client warrants that it is the owner of all rights in, or has obtained any permission necessary to authorise Easy Domains' use pursuant to this Agreement of, any part of the Website, materials and content provided by the Client.
13.5) The Client shall be solely responsible for the adequacy and accuracy of all Content, information and data provided to Easy Domains. The Client shall review the accuracy of all Content, information and data once Easy Domains has included the same in the Website.
Easy Domains shall not be responsible for screening, policing, editing, or monitoring any content, or additional materials added by the Client or any third party to any Deliverable or included services. If notified of allegedly infringing, defamatory, damaging, obscene, illegal or offensive material, Easy Domains will inform the Client of such allegations, however, at the discretion of Easy Domains, the aforementioned media may be reviewed and removed prior.
13.6) The Client shall defend, indemnify and hold Easy Domains harmless from all liability and expenses (including, but not limited to attorneys fees) arising from such claim unless said liability is due to gross negligence or a wilful default by Easy Domains in carrying out its obligations under this Agreement.
13.7) Easy Domains will be allowed to review the Client’s Website and to create, change or reform any pages of the Website or the content therein for the purposes of implementing recommendations to counteract any negative changes arising with new search engine algorithms. Easy Domains shall not be responsible for any further additions, changes or updates to the Website, unless otherwise agreed with the Client outlined in the Work Statement or after completion of the Deliverables.
13.8) Each party has full power to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights described herein to the other party.
13.9) Easy Domains does not warrant any Deliverable or included services against failure of performance due to failure of computer hardware or communication systems for whatever reason other than Easy Domains’ default. Except as specifically provided in this Clause, Easy Domains hereby disclaims and the Client hereby waives all other warranties, express or implied, with respect to the Deliverables and all services provided hereunder, arising by law or otherwise, including without limitation:
- 13.9.1) any implied warranty of merchantability, fitness for a particular purpose non-infringement or arising from course of dealing, course of performance or usage of trade; and
- 13.9.2) any obligation, liability, right, remedy, claim in tort, notwithstanding any fault, negligence, strict liability or product liability of Easy Domains (whether active, passive or imputed).
14.1) Except as expressly provided in this Agreement, Easy Domains shall not be liable to the Client or any third party, whether in contract, tort (including negligence) or otherwise for:
- 14.1.1) any loss of revenue, business contracts, anticipated savings or profits, or any loss of use of facilities; or
- 14.1.2) any special indirect or consequential loss howsoever arising.
14.2) in clause 14.1.1 "anticipated savings” means any expense which either party expects to avoid incurring or to incur in a lesser amount than would otherwise have been the case by reason of the use of the services and facilities provided by Easy Domains under this Agreement.
15) Copyright and Proprietary Rights Notices
The Client shall maintain on all copies of a Deliverable the copyright notices, confidentiality legends, patent markings and other labels (singularly or collectively "Proprietary Rights Notices") in the exact forms reasonably specified in written notices by Easy Domains. Client shall not remove or alter any copyright or other Proprietary Rights Notices placed by Easy Domains.
16) Force Majeure
16.1) For the purposes of this Agreement "Force Majeure" means in relation to either party, any circumstances beyond the reasonable control of that party, including, without limitation:
- 16.1.1) acts of God;
- 16.1.2) industrial action;
- 16.1.3) civil disturbances;
- 16.1.4) disruption of telecommunications power or other utilities;
- 16.1.5)interruption or termination of access to the Internet access provider being used by Easy Domains, to link its services to the Internet
16.2) If any Force Majeure occurs in relation to either party which affects or may affect the performance of any of its obligations under this Agreement, it shall forthwith notify the other party as to the nature and extent of the circumstances in question.
16.3) Neither party shall be deemed to be in breach of this Agreement, or shall otherwise be liable to the other, by reason of any delay in performance, or the non-performance, of any of its obligations under, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.
16.4) If the performance by either party of any of its obligations under this Agreement is prevented or delayed by Force Majeure for a continuous period in excess of 28 days, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable.
17) Independent Contractors: Authority of Easy Domains
Easy Domains has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all work outlined hereunder unless otherwise provided herein. Easy Domains may, at Easy Domains’ own expense, employ such assistants as is deemed necessary to produce the Deliverables. The Client may not control or supervise Easy Domains' assistants or employees, and each party shall be responsible for its own taxes or any withholding or benefits on behalf of its employees.
18) Nature of Agreement
18.1) Each party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any other Member of its Group, provided that any act or omission of that other Member shall, for all the purposes of this Agreement, be deemed to be the act or omission of the party in question.
18.2) Subject to Clause 18.1 this Agreement is personal to the parties and neither party may assign, mortgage or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, except with the written consent of the other party or as specifically permitted under Clause 18 hereof.
18.3) Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties.
18.4) This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
18.5) Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
18.6) No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
18.7) If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
19 Notices and Service
19.1) Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by
- 19.1.1) sending it by verbal transmission; or
- 19.1.2) sending it by prepaid First Class or Second Class post; or
- 19.1.3) sending it by electronic transmission or comparable means of communication; to the other party given in Clause 19.4.
19.2) Except as otherwise provided in this Agreement, any notice or information issued by post in the manner provided by Clause 19.1 which is not returned to the sender as undelivered shall be deemed to have been given to the second working day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, prepaid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.
19.3) Any notice or information sent by electronic transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in Clause 19.1.2 to the other party at the address given in Clause 23 within 24 hours after transmission.
19.4) Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing it to be delivered to the other party at its registered or principal office, or to such other address as may be notified to it by the other party in writing.
20.1) Each party shall (both during the continuance of this Agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of this Agreement.
20.2) The parties shall bear their own costs of and incidental to the preparation, execution and implementation of this Agreement.
20.3) Neither party shall make, procure or permit any other person to make any press or other public announcement concerning any aspect of this Agreement without first obtaining the agreement of the other party to the text of that announcement.
20.4) This Agreement may be executed in a number of counterparts and shall come into force once each party has executed such a counterpart in identical form and exchanged the same with the other party.
21) Applicable Law and Jurisdiction
21.1) Subject to Clause 21.2, the laws of England and Wales shall apply to the whole of this Agreement.
21.2) Any question arising out of this Agreement as to the construction or effect of any Intellectual Property shall be decided in accordance with the laws of the country in which the Intellectual property in question has been granted, filed or exists.
21.3) The parties hereby agree to submit to the non-exclusive jurisdiction of the English and Welsh courts.
22.1) Subject to Clause 22.2, any dispute, difference or disagreement between the parties arising out of or in connection with this Agreement shall be referred to the London Court of International Arbitration to a single arbitrator appointed by agreement between the parties within 30 days after a request for a reference is made by either party, or failing that, nominated on the application of either party to ICANN.
22.2) Clause 22.1 shall not:
- 22.2.1) apply to any dispute, difference or disagreement in respect of which the provisions of this Agreement specify the consequences; or
- 22.2.2) preclude the making of an application to the Court for injunctive relief.
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