Section 1 – Conventions

In this Agreement:

1.1 “User” means anyone the Client authorises to use the Service. “Red 5 Design” means The Red 5 Design company.

1.2 “Agreement” means this Service Agreement.

1.3 “Client” means the person(s) named on the Order Form and any authorised user.

1.4 “Customer support” means all customer support and help services provided by Red 5 Design to handle enquiries.

1.5 “Service” means all services provided by Red 5 Design to the Client and user(s).

Section 2 – Agreement Duration

2.1 This Agreement begins on the date that the Client uses a Red 5 Design service and will continue until terminated in accordance with this Agreement.

Section 3 – Service Provision

3.1 Red 5 Design endeavours to provide uptime in excess of 99.9% at all times.

3.2 Red 5 Design will provide the Client with the Service on the terms of this Agreement.

3.3 Red 5 Design will provide the Service by any date agreed with the Client but the Client is advised that all dates are estimates and Red 5 Design has no liability for any failure to meet any date.

3.4 From time to time faults of a technical nature may occur. At such times, Red 5 Design will endeavour to minimise any loss of service in such occurrences.

3.5 Red 5 Design reserves the right to:

3.5 (i) change the technical specification of the Service;

3.5 (ii) suspend the Service for operational reasons such as repair, maintenance or improvement of the Service or because of an emergency.

3.5 (iii) Red 5 Design is not responsible for any provision or maintenance of the Client computer hardware, software and telecommunications equipment that give the Client access to the Red 5 Design services.

3.5 (iv) The Client will indemnify Red 5 Design of any responsibility for the acts and omissions of all Users in connection with the Service. The Client is liable for any failure by any User to perform or observe the terms and conditions of this Agreement.

Section 4 – Security

4.1 The Client is responsible for the security and maintenance of all user names and passwords used in connection with the Service. The Client is advised to ensure passwords and user identities are kept confidential and secure.

4.2 The Client is obligated as a matter of urgency to inform Red 5 Design if there is any reason to believe that a user name or password has or is likely to become known to an unauthorised person(s).

4.3 The Client must not change or attempt to change a user name or alias. If a Client forgets or loses a password or user name the Client must contact Red 5 Design and satisfy such security checks as Red 5 Design may operate.

4.4 If at any time Red 5 Design considers that there is or is likely to be a breach of security, Red 5 Design reserves the right to suspend user name and password access to the Service or reserves the right to require the Client to change any or all of the passwords used by the Client in connection with the Service.

4.5 The Client is obligated as a matter of urgency to inform Red 5 Design of any changes to the information the Client supplied when registering for the Service.

Section 5 – Service Use

5.1 The Service is provided solely for the Client’s and Authorised Users use. The Client will not sell or attempt to sell the Service whether whole or in part to any third-party.

5.2 The Service must not be used by the Client or any User in a way that does not comply with:

5.2 (i) the terms of any legislation or any license applicable to the Client or that is in any way unlawful;

5.3 The Service must not be used by the Client or any authorised User:

5.3 (i) Fraudulently or otherwise unlawfully; to send, receive, upload, download, use or re-use any information or material which is offensive, abusive, indecent, defamatory, obscene or menacing, or in breach of confidence, copyright, trademark, service mark, patent, privacy or any other rights;

5.3 (ii) to cause annoyance, inconvenience or needless anxiety;

5.3 (iii) to transmit knowingly or recklessly any electronic material through the Service which shall cause or is likely to cause harm, in any degree, to computer systems owned by Red 5 Design or other Internet users;

5.3 (iv) to send or provide unsolicited advertising or promotional material or to receive responses to any unsolicited advertising or promotional material sent or provided using the Service by any third party; or

5.3n (v) other than in accordance with the acceptable use policies of any connected networks.

5.4 The Client must not use a user name or alias which infringes the rights of any person in a corresponding trade mark or name. Red 5 Design reserves the right to require the Client to select a replacement user name or alias and may either refuse to provide or may suspend Service if, in Red 5 Design’s opinion, there are reasonable grounds for Red 5 Design to believe that the user name or alias is, or is likely to be, used for a dishonest purpose, offensive, abusive, defamatory, obscene, or in violation of any person’s intellectual property or similar rights.

Section 6 – Indemnity

6.1 The Client hereby indemnifies Red 5 Design from any claim brought by a third party resulting from the use of the Service. The Client further indemnifies Red 5 Design in respect of all losses, including loss of turnover, sales, revenue, profits or indirect, consequential or special loss, costs, actions, proceedings, claims, damages, expenses (including reasonable legal costs and expenses), or liabilities, whatsoever suffered or incurred by Red 5 Design in consequence of the Client’s breach or non-observance of the Agreement.

6.2 The Client shall defend and pay all costs, damages, awards, fees (including any reasonable legal fees) and judgements awarded against Red 5 Design arising from the above claims and shall provide Red 5 Design with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claims, at the Client’s sole expense.

6.3 This section known as ‘Section 6 Indemnity’ shall remain in effect for five years after the termination of this Agreement.

Section 7 – Confidentiality

7.1 Red 5 Design will keep in confidence any information provided to it by the Client. Red 5 Design will not disclose any Client information to any person other than its employees without the Client’s consent.

7.2 The exception to this is:

7.2 (i) any information which has been published other than through a breach of this Agreement;

7.2 (ii) information lawfully in the possession of the recipient before the disclosure under this Agreement took place;

7.2 (iii) information obtained from a third party who is free to disclose it;

7.2 (iv) information which a party is requested to disclose and if it did not could be required by law to do so; or

7.2 (v) information which has been reduced by Red 5 Design to anonymous, non-personal form before disclosure

7.3 This section known as ‘Section 7 Confidentiality’ shall remain in effect for 5 years after the termination of this Agreement.

Section 8 – Liability

8.1 Red 5 Design is not liable to the Client under any circumstances for direct or indirect loss of profits, sales, revenue, business or anticipated savings, indirect, consequential or special loss, nor for any indirect loss or damage, nor for the destruction of data.

8.2 Red 5 Design excludes all liability of any kind in respect of any material on the Internet which can be accessed using the Service and is not responsible in any way for any goods (including software) or services provided by third parties advertised, sold or otherwise made available by means of the Service or on the Internet.

8.3 Red 5 Design is not liable to the Client either under any circumstances for the acts or omissions of other providers of telecommunications or Internet services (including domain name registration authorities) or for faults in or failures of their equipment.

8.4 If Red 5 Design is unable to perform any obligation under this Agreement because of a matter beyond its reasonable control such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving its employees), or acts of local or central Government or other competent authorities, or events beyond the reasonable control of its suppliers, it will have no liability for that failure to perform.

8.5 Each provision of this Agreement, excluding or limiting liability, operates separately. If any part is held by a court to be unreasonable or inapplicable, the other parts shall continue to apply.

Section 9 – Domain Names

9.1 The Client confirms and warrants that it is the owner of, or that the Client has been and is duly authorised by the owner to use, any trade mark or name requested or allocated as its Name.

9.2 The Client acknowledges that Red 5 Design cannot guarantee that any Name the Client requests will be available or approved for use.

9.3 The Client recognises that a domain name may appear available at time of purchase, however owing to the varied updating processes of third-party databases, may come to realise that the domain was not available, even if paid for. Such occurrences are rare but do happen.

9.4 Red 5 Design has the right to require the Client to select a replacement Name and may suspend the Service if, in the opinion of Red 5 Design, there are reasonable grounds for Red 5 Design to believe that the Client current choice of Name is, or is likely to be, in breach of the provisions of this Agreement or the law.

9.5 If the Service includes the registration of an Internet domain name the Client acknowledges and agrees that:

9.5 (i) Red 5 Design does not represent, warrant or guarantee that any domain name applied for by the Client or on its behalf will be registered in its requested name or is capable of being registered by it or that the use of such domain name by it will not infringe any third party rights. Accordingly, the Client should take no action in respect of its requested domain name(s) until it has been notified that its requested domain name has been duly registered and Red 5 Design will not be liable for any such action taken by the Client.

9.5 (ii) the registration of the domain name and its ongoing use by the Client is subject to the relevant naming authority’s terms and conditions of use and the Client undertakes to Red 5 Design that it will comply with such terms and conditions. The Client hereby irrevocably waives any claims it may have against Red 5 Design in respect of any decision of a naming authority to refuse to register a domain name and, without limitation, the Client acknowledges and agrees that any administration or other charge paid by the Client in respect of the registration of the domain name is non- refundable in any event.

9.6 The Client shall have no right to bring any claim against us in respect of refusal to register a domain name or cancellation of the domain name by the relevant naming authority, Any administration charge paid by you to us shall be non-refundable notwithstanding refusal by the naming authority to register your desired domain name.

9.7 Red 5 Design accepts no responsibility in respect of the use of a domain name by the Client and any dispute between the Client and any other individual or organisation regarding a domain name must be resolved between the parties concerned and Red 5 Design will take no part in any such dispute. Red 5 Design reserves the right, on becoming aware of such a dispute concerning a domain name, at its sole discretion and without giving any reason, to either suspend or cancel the relevant service associated with the domain name, and/or to make such representations to the relevant naming authority as it deems appropriate.

9.8 Red 5 Design make no representation that the domain name you wish to register is capable of being registered by or for you. You should therefore not assume registration of your requested domain name until you have checked the details against an appropriate WHOIS database. Any notification you receive from Red 5 Design will act to inform you that we are applying for it on your behalf to secure the domain, not that it has been successfully registered. Any action taken by you prior to getting WHOIS confirmation is at your own risk.

9.9 The registration and use of your domain name is subject to the terms and conditions of use applied by the relevant naming authority; you shall ensure that you are aware of those terms and conditions and that you comply with them.

9.10 If Red 5 Design cannot register a domain name, you, the user will be credited the domain registration fee in full, unless you have deliberately applied for a name that you are not entitled to, for example, a ltd.uk. You will not be entitled to any other form of compensation from us Red 5 Design. Due to the personalised nature of domain names and the registration process, unfortunately once registered or submitted the domain name cannot be cancelled and there can be no refund.

9.11 We give no warranty that your domain name is or will continue to be available for your use or that no domain name is or will be registered which conflicts with your domain name or which otherwise affects your use of your domain name.

9.12 We shall have no liability in respect of the use by you of any domain name any dispute between you and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, we shall be entitled at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. We shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute.

9.13 We shall not release any domain to another provider unless full payment for that domain has been received by Red 5 Design. You may not sell any domain name for which Red 5 Design has not received payment. You may not transfer ownership of any domain name for which Red 5 Design has not received payment.

9.14 It is the sole responsibility of you the user to provide us Red 5 Design with up to date contact details and to inform us, Red 5 Design of any renewals concerning domain names registered.

9.15 Any Internet Protocol address allocated by Red 5 Design to the Client shall at all times remain the sole property of Red 5 Design and the Client will have a non-transferable licence to use such address for the duration of this Agreement. If this Agreement is terminated for whatever reason, the Client’s licence to use the Internet Protocol address shall automatically terminate and thereafter it will not use such address.

Section 10 – Termination of Agreement

10.1 Either party may terminate this Agreement on 14 days’ notice to the other, without prejudice to any rights that may have accrued before termination.

10.2 When an account has been running for 45 days or less all expenses and setup costs will be borne by the User.

Section 11 – Breaches of Agreement

11.1 Either party may terminate this Agreement if the other:

11.1 (i) commits a material breach of this Agreement, which is capable of remedy, and fails to remedy the breach within a reasonable time of a written notice to do so;

11.1 (ii) commits a material breach of this Agreement which cannot be remedied; or

11.1 (iii) is repeatedly in breach of this Agreement;

11.2 If any of the events detailed in paragraph above occur because of the Client or an authorised User, Red 5 Design may suspend the Service without prejudice to its right to terminate this Agreement. Red 5 Design reserves the right to suspend or terminate any authorised User’s use of the Service as an alternative remedy to immediate termination of the Agreement. This remedy is without prejudice to Red 5 Design’s right subsequently to suspend or terminate the Agreement. Red 5 Design may refuse to restore Service which has been suspended under this section until it has received assurances satisfactory to Red 5 Design that the breach has been remedied and will not be repeated.

11.3 Termination under this paragraph is without prejudice to any rights that may have accrued before termination.

11.4 If either party delays in acting upon a breach of this Agreement that delay will not be regarded as a waiver of that breach. If either party waives a breach of this Agreement that waiver is limited to that particular breach.

Section 12 – Changes to this Agreement

12.1 Red 5 Design can change the Conditions of this Agreement at any time on 14 days’ notice to the Client.

Section 13 – Assignment

13.1 Neither party may assign or transfer any of its rights or obligations under this Agreement, without the written consent of the other.

Section 14 – Entire Agreement

14.1 This Agreement contains the whole agreement between the parties and supersedes all previous written or oral agreements relating to its subject matter.

Section 15 – Notices

15.1 Notices given under this Agreement may be delivered on-line or by e-mail. Additionally, Red 5 Design may publish notices to the Client via the Red 5 Design website; notices will be deemed effective on the date of publication, or otherwise as notified to the Client by Red 5 Design. A notice from Red 5 Design which is sent by e mail to the Client’s e-mail address will be deemed effective 3 days after the date it is sent. A notice from the Client to Red 5 Design will be deemed effective when received by Red 5 Design at the e-mail address notified by Red 5 Design to the Client.

Section 16 – Law

16.1 This Agreement is governed by the law of England and Wales , and the Client submits to the exclusive jurisdiction of the Courts of England and Wales .

Last updated: 8^th April 2020

© Red 5 Design 2020