Terms of Service

This page (together with our Privacy Policy, Website Terms of Use, Acceptable Use Policy and Data Processing Addendum which are incorporated into and form part of the Contract) tells you information about us and the legal terms and conditions (Terms) on which we supply our services (Service) referred to on our website (our site) to you, the person, firm or company who registers to use the Service or activates an account created for you by us or a Smart Little Web Associate (you).

These Terms will apply to any contract between us for the supply of the Service to you (Contract). Please read these Terms carefully and make sure that you understand them, before activating your account on our site. Please note that by registering on our site or by activating an account created for you by us or a Smart Little Web Associate on our site, you agree to be bound by these Terms and the other documents expressly referred to in them. Your attention is particularly drawn to the provisions of clause 15.

You should print a copy of these Terms or save them to your computer for future reference.

We may amend these Terms from time to time as set out in clause 10.

Please note that these Terms, and any Contract between us, are only in the English language.

Information about us
1. We operate the website http://www.smartlittleweb.com. We are Jelerang Limited, a company registered in England and Wales under company number 05043138 and with our registered office at Suite One, Park Farm Barn, Brabourne Lees, Ashford, Kent TN25 6RG. Our main trading address is 1 – 2 Stable Offices, Main Road, Standon, Winchester, Hampshire SO21 2JH. Our VAT number is GB 844 1859 08.
2. To contact us, please see our Contact Us page.
Interpretation
1. Definitions. In these Terms, the following definitions apply: Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Commencement Date: has the meaning set out in clause 3.2. Content: the content of our site and Your Site, including Your Content. Contract: the contract between you and us for the provision of the Service in accordance with these Terms. Domain Name: an internet domain name that is registered through a Registry. Fair Use Policy: the then current policy that sets out the limits that we do not expect the use of Your Site to exceed, which policy we may vary from time to time. Our current Fair Use Policy is set out on your on our site. Fee(s): the fee(s) payable by you for the Services in accordance with clause 6. ICANN: the Internet Corporation for Assigned Names and Numbers. Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. Order: your order for additional Services following your Registration. PayPal: the online payment service operated in the UK by PayPal (Europe) S.à r.l. et Cie, S.C.A and elsewhere in the world by PayPal Inc and other subsidiaries of PayPal. Registration: your registration to use the Service as set out in the Registration Form. Registration Form: the online form available on our site, which you complete and submit to us when you register with us and order your first Services. Registry: any of the Domain Name registries or registrars operated under the rules of ICANN. Services: the various website building, hosting and related servicesfor businesses (and each of them) detailed on our site at http://www.smartlittleweb.com. Shop: a type of Service that we provide that enables you to operate Your Site as an ecommerce site. Smart Little Web Associates: has the meaning set out in clause 3.11. Terms: these terms and conditions as amended from time to time in accordance with clause 10. Your Content: all Content that you or your employees, agents and contractors create, upload, publish or otherwise provide or use in connection with your use of the Services, including (but not limited to) the content provided by you to us from time to time for incorporation into Your Site. Your Data: any data that you give to us or let us access about you, your business, your actual or prospective customers or the products and services that you sell and any other data identified as “Your Data” in the Service Terms, but excluding Our Data. Your Site: any site that we build and host for you as part of the Services.
2. Construction. In these Terms, the following rules apply: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) a reference to a party includes its personal representatives, successors or permitted assigns; (c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; (d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (e) a reference to writing or written includes faxes and emails.
Basis of contract and duration
1. The Registration Form or your Order or your activation of an account created for you by us or a Smart Little Web Associate constitutes your offer to order the Service from us in accordance with these Terms.
2. Your Registration or Order or activation of an account created for you by us or a Smart Little Web Associate shall only be deemed to be accepted when we send you an email confirming our acceptance of your Registration, Order or account activation (Registration Confirmation, Activation Confirmation or Order Confirmation, as the case may be), at which point and on which date the Contract between us shall come into existence (Commencement Date).
3. The Contract constitutes the entire agreement between you and us, and you acknowledge that you have not relied on any statement, promise or representation (whether made or given by us or on our behalf) which is not set out in the Contract.
4. Any descriptive matter or advertising issued by us or displayed on our site is for the sole purpose of giving an approximate idea of the Service described in them. They shall not form part of the Contract or have any contractual force.
5. These Terms apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
6. Some Services require a one-off payment, such as (but not limited to) set-up, logo design, etc (One-off Services). Services for which payment is required on an annual basis are available for rolling 12-month contract periods. Except in relation to One-off Services, unless specifically stated to the contrary in the details of the Service you purchase, the minimum contract term for all Services is 12 months.
7. Unless you confirm that you wish to cancel the Services by emailing us at [email protected] no less than one working day prior to the end of the then current contract term, your Services will be automatically renewed for a further contract term of 12 months.
8. If you upgrade your Services plan, a new 12 month contract term will begin and you will be charged the relevant new Fee, minus an allowance in respect of the remainder of your current Services plan, as set out in clause 6.3.
9. It is not possible to downgrade your Services plan or remove any extra Services during each 12 month contract period. If you wish to make any such changes, you must give us notice in writing no less than five working days prior to the end of the then current contract term
10. Unless specifically stated to the contrary in the details of the Service you purchase, or agreed by us in writing prior to purchase, Services are not available on a trial basis. It is your responsibility to ensure that the Services you purchase are suitable for your technical requirements.
11. You may have been introduced to us by one of our affiliates (known as Smart Little Web Associates) or we may introduce you to a Smart Little Web Associate. Where this is the case: (a) Any services offered or provided to you by a Smart Little Web Associate are offered or provide on their sole account and any resulting contract or arrangement is between you and the Smart Little Web Associate. It is your sole responsibility to pay for their services. You acknowledge and agree that we are not responsible for, and shall have no liability in respect of, the services provided to you by, or the actions or omissions of, such Smart Little Web Associate. (b) You agree that the Smart Little Web Associate will have full access to your account with us, will be able to order Services on your behalf, and, in relation to Your Site, will be able to publish, update, add, and remove content and other materials. You accept that you are responsible and liable, whether to us or any third party, for all such action taken by the Smart Little Web Associate, as if such action had been taken by you, and you agree to pay all Fees relating to Services ordered in your behalf by the Smart Little Web Associate. (c) You may remove the Smart Little Web Associate’s access to your account at any time by logging into your account and selecting the relevant option.
Supply of the Service
1. Our Service is designed for users based in the UK. If you are located outside the UK you must ensure that it is lawful for you to receive the Services in the jurisdiction in which you are legally domiciled or other relevant jurisdiction and that the way in which the Services are provided or Your Site is set-up or operates will not breach, or cause you to breach, the laws of such jurisdictions(s). We shall have no liability in respect of any such breaches and you agree to indemnify us and keep us indemnified and defend us at your own expense against all costs, claims, damages or expenses incurred by us or for which we may become liable due to any failure by you or your employees or agents to comply with your obligations under this clause 4.1.
2. We will begin providing the Services to you as soon as reasonably practicable after we send you the Registration Confirmation, Activation Confirmation or Order Confirmation (as the case may be) and in any case within 30 days.
3. Once we have sent you the Registration Confirmation, Activation Confirmation or Order Confirmation, you will be able to access Your Site, which will be an empty, basic sample site, ready for you to populate and personalise.
4. Although we aim to offer you the best service possible, we make no promise that the Service will meet your requirements, and we make no warranties or representations as to the prominence of your site within search engine results or as to the business that you will generate through your site.
5. We cannot and do not give any warranty or representation that any Services will be uninterrupted or free of faults, and we will not be liable for any loss of, or corruption to, Your Site or Your Data that may happen due to your use of the Services. You agree that your use of the Services is at your own risk and that you have sole responsibility for protecting Your Data and Your Content when making any use of the Services. You accept that all of the Services are provided "as is" and without any warranty of any kind. If any representations or guarantees apply to the Services by law, we exclude those as far as it is within our rights to do so. If a fault occurs in any Services you should report it to us immediately by contacting us on [email protected] and we will attempt to correct the fault as soon as we reasonably can.
6. Your access to the Services or the availability of the Services may occasionally be restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can.
7. We reserve the right at any time to make any changes to the Services which are necessary to comply with any applicable laws or regulations, or which do not materially affect the nature or quality of the Services.
8. Some of our Services rely on third parties (including, but not limited to, Google, Facebook, Mailchimp, PayPal and Twitter, and externally hosted code libraries such as jquery, fontawesome and bootstrap) to do certain things. You acknowledge that: (a) we may not be able to provide a particular Service feature where you do not meet criteria set down by a relevant third party; (b) we do not have any control or exercise influence over the third party’s own services; and (c) a third party’s service may stop or change from time to time. You acknowledge that these are Events Outside Our Control and we will not be responsible for any impact these events may have.
9. Your Site may include ‘contact form’ functionality that allows visitors to Your Site to submit messages to you. Occasionally, these messages may be delayed or not received at all and we shall have no liability to you for this.
10. The Services do not include the provision of computer or other necessary equipment to access the Services. To use the Services you will require internet connectivity and appropriate telecommunication links. We will not be liable for any telephone or other costs that you may incur.
11. Registration for the Services and activation of an account created for you by us or a Smart Little Web Associate are conducted in the English language only.
Your obligations
1. When registering to use the Services or activating an account created for you by us or a Smart Little Web Associate, you agree to provide (or check that the information already detailed is) true, accurate, current and complete information about your business as prompted by the Services registration process or account information fields (Registration Details). You further agree that, in providing (or checking) such Registration Details, you will not knowingly omit or misrepresent any material facts or information, and that you will promptly enter corrected or updated Registration Details via our site, or otherwise advise us promptly in writing of any such changes or updates. You also agree to update your Registration Details (including, but not limited to, your current email address) as soon as they change.
2. When you register to use the Services or activate an account created for you by us or a Smart Little Web Associate, you will be prompted need to enter a unique user name and password to access your account (User ID). If a User ID has already been created for you by us or a Smart Little Web Associate, for security reasons you should immediately change the password to one of your choosing. You agree that you will not allow another person to use your User ID to access or use the Services under any circumstances. You agree that you are solely and entirely responsible for your User ID and for any charges, damages, liabilities or losses incurred or suffered as a result of your failure to keep it secure. We are not liable for any charges, damages, liabilities or losses caused by or related to the theft of your User ID, your disclosure of your User ID, or you allowing another person to access and use the Services using your User ID.
3. Your User ID must not include any of the following: (a) spaces or tabs; (b) obscene or profane words; (c) email addresses or website addresses or representations of email addresses or website addresses; (d) another user’s username; (e) the @, &, ', (, ), <, or > symbols; (f) consecutive underscores (__); (g) an underscore (_), dash (-) or full stop (.) at the beginning of a username; or (h) the words “Smart Little” or “Jelerang”.
4. You are solely and entirely responsible for any and all use of your account, including any charges incurred relating to the Services. You agree to immediately notify us of any unauthorised use of your account or any other breach of security known to you.
5. You acknowledge that the complete privacy of your data and messages transmitted over the internet while using the Services cannot be guaranteed.
6. You are responsible for the accuracy and completeness of Your Content.
7. You confirm that you have (and will maintain for the term of the Contract) all the necessary permissions, licences and consents (in all relevant countries) to allow you and us to use Your Content and Your Data in connection with the Services. You will provide evidence of the necessary permissions, licences and consents if requested by us.
8. You acknowledge that we are not under a duty to publish any of Your Content or Your Data. We may remove, reject or delete any of Your Content or Your Data for any reason. Without limiting our rights under clause 11, we may also change any of Your Content or Your Data if we consider it does not comply with our Acceptable Use Policy, although we are not required to do this.
9. You acknowledge and accept that you are responsible for Your Content and Your Data and any use that is made of them by any third party.
10. Whilst we do not set limits on your usage of our Services (for example, the number of images that you may upload to Your Site, the number of emails that you send or receive, or the bandwidth used by Your Site), your usage is subject to our Fair Use Policy. If we think your use of the Services is excessive, we will tell you. If you do not reduce your usage, we may suspend or cancel your access to the Services. We may also set limits on your use of the Services, for example, a maximum number of images that you may upload or a maximum number or maximum size of emails sent or received over the Service, etc.
11. Use of our email service is subject to the terms of our third party email services supplier, which can be found at http://www.rackspace.com/information/legal/mailterms.
12. We also offer integration of your Google Apps email service (if you have one). We simply configure the MX records of the domains we manage for you as part of the Services so as to use Google’s mail servers. We are not responsible for the performance or support of your Google Apps service.
13. You agree to comply with our Privacy Policy, Website Terms of Use and Acceptable Use Policy.
Fees and payment
1. The fees for the Services shall be as set out on the Prices page of our site from time to time, and are charged either per item or at such frequency as is stated (Fee(s)).
2. The Fees are subject to change at any time and will be as published on our site. You will automatically be charged the revised Fee from the next payment date following the end of that notice period unless you cancel the relevant Service in accordance with clause 16.2 before that date.
3. If you upgrade your Services plan as set out in clause 3.8, we will charge you the relevant Fee for 12 months of the upgraded Services plan minus a pro rata allowance in respect of the unexpired part of your previous Services plan.
4. For Fees that are invoiced in advance, payment must be made online using a credit or debit card via our online portal or via online invoices that we will send to you. For ongoing services (for example, website hosting), payment must be made online with a credit or debit card via our online portal and will be automatically renewed at the renewal date each year (the due date). If you do not pay the Fees by the due date, we may suspend or cancel the Services under clause 16. For Fees that are payable during checkout, payment must be made via PayPal, using either your PayPal balance or by a credit or debit card accepted by PayPal, or by such credit or debit card that is accepted by any other payment gateway we use.
5. In the event that you fail to pay the Fees on the due date for any reason, your relevant Service(s) will be cancelled automatically and without further notice with effect from the due date in question, and we will cease to provide those Services to you from that date without any further liability to you on our part. We shall have no obligation to preserve any data or information relating to the cancelled Service(s) (including but not limited to website design, images, content or emails), any and all of which may be irretrievably deleted immediately on cancellation.
6. For Fees related to the to website setup of services payment must be paid in advance and the website setup will be deemed complete 90 days from the date of payment. Any additional website setup work undertaken will attract additional payment and you will need to pay for any related ongoing services (for example a web hosting plan) to retain the setup work already completed.
7. All amounts payable by you under the Contract are subject to value added tax at the then current rate (VAT). All prices quoted on our site are inclusive of VAT.
8. Where we offer an initial discount for the first year of providing the Services, on renewal the then current full fee(s) for the relevant Service(s) will apply.
Domain names
1. The Registry may reject applications for Domain Names based on its standard rules for handling applications. We do not guarantee that any application we make on your behalf for a Domain Name will be accepted.
2. If your preferred choice of Domain Name is not available, we will give you the option to select an alternative Domain Name. If your preferred Domain Name becomes unavailable between checkout and registration we will advise you of this and we will either offer you an alternative Domain Name or (at your option) refund to you any Fees that you have paid us in respect of the relevant Domain Name.
3. We do not give any guarantee that any of your preferred Domain Names are available or are able to be registered. Any actions that you take before we notify you that the Domain Name has been officially registered, for example publishing your preferred Domain Name, are at your own risk.
4. You will need to inform both us and the Registry promptly of any: (a) change to your registered details for the Domain Name, for example your contact information; and (b) actual or potential claims brought by or against you in connection with the Domain Name.
5. We will renew any Domain Names we have registered for you automatically at the end of each registration period unless you cancel the Domain Name(s) or any Service which comes with the Domain Name,(s) or if you sell or otherwise transfer the Domain Name(s) to a third party. You acknowledge that the fees for renewing the Domain Name(s) may change each year and that this may affect the overall Fees that you pay for the Services.
6. We will not be liable for any loss that you suffer as a result of your failure to renew the Domain Name registration once you have cancelled the Domain Name or any Service which comes with the Domain Name, or if you have sold or otherwise transferred the Domain Name to a third party.
7. When we register or renew your registration of a Domain Name you understand and accept that we will be acting on your behalf as your representative. You must comply with the terms and conditions, rules and policies of the Registry or Registries where the Domain Names are registered.
8. If the Domain Name is to be transferred from one Registry to another, you will provide any assistance that we or the Registries require in order for the transfer to take place.
9. When we provide you with a domain name we act as a reseller of Open SRS. As well as complying with the terms and conditions, rules and policies of the relevant Registry or Registries available here), you must at all times comply with their Master Domain Registration Agreement (MDR) for each Domain Name that we register on your behalf. This is an agreement between you and Open SRS and the wording is standard for any agreement relating to registering a Domain Name, whether this is done through us or directly with a Registry, and we are unable to change the wording of the MDR. We strongly recommend that you read the MDR (and any documents, rules and policies referenced and linked to within the MDR) very carefully and that if necessary, you seek independent legal advice to ensure that you have fully understood the MDR. In particular you should carefully consider the clauses relating to “liability” and “indemnities” contained in the MDR as these may affect your legal rights.
10. We also recommend that you read ICANN's Registrants’ Rights and Responsibilities document. This document contains important information about your rights and duties relating to the Domain Name that we provide to you.
Shops
1. This is a bolt-on service and to Your Site which you must purchase separately.
2. We offer two types of Shop: (a) Full e-commerce (customer, order and delivery details are taken and payment is made by the customer); (b) Click-to-collect (customer and order details are taken, but no payment is made by the customer. Instead, a reservation is generated for the customer to bring to your retail location where the sale can be completed face-to-face).
3. Our provision of a full e-commerce Shop (as detailed in clause 8.2(a) above) to you is conditional on you at all times having a valid PayPal merchant account of the type required for the integration into Your Site of PayPal’s payment gateway. All payment transactions through Your Site are made through PayPal, not us, and we shall have no responsibility or liability in relation to any such payment transactions.
Service Availability & Security
1. You understand and acknowledge that the Services are not intended to be error free and that from time to time the Services may contain errors, may not be unavailable or may not be fully functional. This may be as a result of maintenance (whether planned or not), repairs or updates, equipment failures, high volumes of internet traffic, interruption of telecommunications or digital transmissions links, network or system errors or many other factors.
2. We will try to minimise any disruption to your use of the Services, however, we do not promise that any Service will be provided on a continuous and uninterrupted basis, or that we will be able to correct any error that occurs in the Services. We will not be liable for any interruptions to the availability of the Services or their functionality, whether caused by an Event Outside Our Control (as defined in clause 19.1(a)) or otherwise.
3. You agree to notify us immediately that you notice any problems with the availability or functioning of the Services so that we can try to fix them.
4. We may temporarily suspend any Service at any time if: (a) we consider that it is necessary to carry out essential maintenance; (b) we consider that it is necessary to prevent or respond to hacking attempts, service attacks or other similar activities directed at our systems, or to deal with any other emergency technical issue; (c) we have reason to believe that your User ID has been compromised or is being misused or where you fail to respond to emails from us regarding your contact information or the Services; or (d) suspension is required by a third party with authority, including (but not limited to) ICANN and judicial, regulatory or governmental bodies.
5. Although all information transmitted to us is stored in operating environments which we believe are within industry standards for security, you acknowledge and agree that no data stored on or transmitted over the internet can be guaranteed to be 100% secure. We are not responsible for any security breach or any interception or interruption of Your Content, Your Data or any communications that you send through your use of the Services.
6. You are solely responsible for securing and backing up Your Content and Your Data.
Our right to vary these terms
1. We may revise these Terms from time to time in the following circumstances: (a) changes in how we accept payment from you; (b) changes in relevant laws and regulatory requirements; (c) changes in the Services we provide or how we operate our business.
2. If we have to revise these Terms under clause 10.1, we will give you at least onemonth's written notice of any changes to these Terms before they take effect. You can choose to cancel the Contract in accordance with clause 16.2, in which case we will cease to provide the Services from the date on which we receive your cancellation notice and we will refund on a pro rate basis the fees relating to the unused portion of any service period that you have prepaid.
Intellectual property rights and other rights granted
1. We own all Intellectual Property Rights in or arising out of or in connection with the Services and our site.
2. You retain all Intellectual Property Rights in Your Content, and grant us a licence to such Intellectual Property Rights to the extent required to provide the Services and to perform our obligations pursuant to this Contract.
3. Except as set out clause 11.4, all Intellectual Property Rights in any works arising in connection with the performance of the Services by us (Works) shall be our property, and we hereby grant you a non-exclusive licence to such Intellectual Property Rights for the purposes of hosting the Site.
4. In relation to optional logo design and copy writing for which separate additional Fees are charged (Design Work), all Intellectual Property Rights in such Design Work shall be vested in you, and upon payment of the Fee(s) relating to the Design Work or the creation of the Design Work (whichever is the later), we assign to you, with full title guarantee and free from all third party rights, the Intellecttual Property Rights in the Design Work, together with the right to sue for and recover damages or other relief in respect of infringement of them.
5. You grant to us a worldwide, non-exclusive, sub-licensable, perpetual and irrevocable right to access, use, copy, store, modify and publish Your Content and Your Data, on Your Site and our site or through any other form of media, for any purpose in connection with the Services or the Contract, for our own marketing, research and promotional activities (including sharing Your Content and Your Data with selected third party social media and networking sites) and for our internal business purposes, except where this is in any way restricted by any term of the Contract or by any applicable laws.
6. You agree that we may undertake a site scrape of your existing website (if you have one) that you have all the rights to the content on your existing website to allow us: (a) to perform the site scrape on your behalf; and (b) to use, fully access, copy, store, compile, recompile and index (at your request) any of the scraped content on Your Site and in the provision of your Services including but not limited to any data and copyright works comprised therein, or any portion thereof, by automated means including web 'spiders' or 'crawlers', and you authorise us to conduct the site scrape on your behalf.
7. In no event will we be liable for any claims that the content scraped from your existing website infringes the Intellectual Property Rights of any third party. If you are in any doubt as to ownership of the content of your existing website you must tell us not to perform a site scrape. This grant shall apply notwithstanding any contrary terms and conditions which you may apply to such website from time to time. Your continued use of the Services shall constitute a waiver of any applicable contrary terms and conditions and any other rights you may have, contractual or otherwise, to restrict the rights granted to us under this clause 11.7.
8. We may transfer the rights granted to us under this clause 11 to a third party.
9. Any stock images that we place on Your Site are licensed to us by the relevant copyright owner for this purpose and you may not use them anywhere else. You are not permitted to use such images on Your Site unless it is hosted by us.
10. We will transfer to you the ownership of any domains that we have ordered for use with Your Site, as soon as reasonably practicable.
11. You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that Your Content infringes any Intellectual Property Rights of a third party.
12. In relation the indemnities set out in clauses 11.3 and 12.3 (but not as preconditions to them): (a) we will promptly notify you in writing of the action or claim; (b) we will make no admissions or settlements without your prior written consent; (c) we will give you all information and assistance that you may reasonably require; and (d) we will allow you complete control over the litigation and settlement of any action or claim.
Your Site content
1. We will update Your Site with Your Content as provided from time to time by you, but no more than once in any month during the term of this agreement. Where you have been introduced to us by a Smart Little Web Associate or we have introduced you to one, and that Smart Little Web Associate is providing services to you in relation to Your Site and our Services, the Smart Little Web Associate may make such requests on your behalf or may implement such updates itself. In any event, you shall ensure that Your Content does not infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).
2. We shall include only Your Content and material created by us on Your Site. You acknowledge that where the functionality of Your Site allows Visitors to add content or material to Your Site, we have no control over any content placed on Your Site by Visitors and that we will not monitor the content of Your Site. Notwithstanding this, we reserve the right to remove content from Your Site where we reasonably suspect such content is Inappropriate Content. We will notify you if we become aware of any allegation that content on Your Site may be Inappropriate Content.
3. You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that Your Content or any other material posted to, or linked to, Your Site constitutes Inappropriate Content.
4. We may include the statement “Powered by the Smart Little Web” (or similar) on the home page of the Site in such format as we shall determine.
Data protection
1. In this clause 13, Personal Data has the meaning given in the Data Protection Act 1998.
2. We warrant that, to the extent we process any Personal Data on behalf of you: (a) we shall act only on instructions from you; and (b) we have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
Incentive scheme
1. We may from time to time and at our sole discretion offer a referral incentive scheme (Incentive Scheme) to our customers, on and subject to the provisions of this clause 14 and to the terms of the Contract generally.
2. Subject to clause 14.4 and to the conditions set out in clause 14.3: (a) we will credit your next Fee invoice with 10% of the value of the Services ordered from us by a business that you recommend to us, and the value of the Services for the purposes of determining the discount shall be the base Fee excluding any extras such as Domain Names, email boxes, additional sites, setup costs or service costs.
3. Your entitlement to the discount(s) referred to in clause 14.1 is subject to the following: (a) The business referred to us must be a new business to us (and for the purposes of this clause 14.2, a new business shall be taken to mean a business which is not currently, and has not at any time been, a paying customer of ours; (b) The new business in question orders Services from us and pays the relevant Fee(s); (c) The new business pays all relevant Fees; (d) The new business identifies you to us by name, unique referral code or website address prior to ordering paid Services from us (such identification can be made by email, phone or entering the information on our site); (e) You are, at the time the referral is made, still a current customer for the Services; (f) At the time the referral is made, all Fees and any other sums due to us from you under the Contract are fully paid and up to date; (g) Discounts cannot be applied retrospectively. They will only be credited to your next Fee invoice that is issued and excess balances (for example, if the total value of the discount exceeds the value of your next Fee invoice) cannot be carried forward and will be lost; and (h) Discounts cannot be exchanged for cash and have no cash value.
4. We reserve the right to amend, modify, cancel or withdraw the Incentive Scheme at any time and without notice. In the unlikely event of any dispute, our decision will be final, and no correspondence will be entered into in relation to the Incentive Scheme.
Limitation of liability: your attention is particularly drawn to this clause
1. The Services are provided by us without any warranties or guarantees. You must bear the risks associated with the use of the internet. In particular, we do not warrant that our site, the Services or the Content is virus free. You must take your own precautions in this respect as we accept no responsibility for any infection by virus or other contamination or by anything that has destructive properties.
2. In particular, we disclaim all liabilities in connection with the following: (a) incompatibility of the Content with any of your equipment, software or telecommunications links; (b) technical problems including errors in or interruptions to the Services; and (c) unreliability or inaccuracy of the Content.
3. Except as expressly and specifically provided in these Terms: (a) we shall have no liability for any damage caused by errors or omissions in any information or instructions provided by you in connection with the Services, or any actions taken by us at your direction; (b) any breach of this Contract by you or any act, misrepresentation, error or omission made by you or on your behalf; and (c) all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
4. Subject to clause 15.7, we are not responsible for any indirect or consequential losses which happen as a side effect of the main loss or damage, or for any: (a) loss of income or revenue; (b) loss of business; (c) loss of actual or anticipate profits; (d) loss of the use of money; (e) loss of contracts; (f) loss of anticipated savings; (g) loss of opportunity; (h) loss of goodwill; (i) loss of reputation; (j) loss of, damage to or corruption of data; or (k) waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise, provided that this clause 15.4 shall not prevent claims for loss of or damage to your tangible property that fall within the terms of clause 15.6 or any other claims for direct financial loss that are not excluded by any of categories (a) to (f) inclusive of this clause 15.4.
5. Subject to clause 15.7, shall not be liable for any interruptions to the Services or outages arising directly or indirectly from: (a) interruptions to the flow of data to or from the internet; (b) changes, updates or repairs to the network or software which we use as a platform to provide the Services; (c) the effects of the failure or interruption of Services provided by third parties; (d) factors outside of our reasonable control; (e) your actions or omissions (including, without limitation, breach of your obligations set out in the Contract) or those of any third parties; (f) problems with your equipment and/or third party equipment; (g) interruptions to the Services requested by you.
6. Subject to clause 15.7, our liability for losses you suffer as a result of us breaking these Terms is strictly limited to the total amount of the Fees you paid to us in the 12 months preceding the event giving rise to such liability.
7. The exclusions and limitations set out in clauses 15.4 and 15.6 do not exclude or limit in any way our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
8. This clause 15 will survive termination of the Contract for any reason.
Suspension and cancellation
1. We may suspend or cancel the Services (or any of them) immediately at our reasonable discretion if you breach any of your obligations under the Contract.
2. You can cancel any Service at any time by informing us in writing. If you do so, we will stop providing that Service immediately.
3. Except as set out in clause 10.2, regardless of the reason for cancellation, and whether we or you cancel, you will not be entitled to receive a refund of all or any part of the Fees paid.
4. The suspension or cancellation of the Services (or any of them) and/or the termination of the Contract and/or your right to use the Services shall not affect either your or our rights or liabilities.
Termination
1. Either party may terminate this Contract immediately at any time by written notice to the other party if: (a) that other party commits any material breach of its obligations under this Contract which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied; or (b) that other party: (i) ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement); or (ii) becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or (iii) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or (iv) the ability of that party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or (v) any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction).
2. On termination of this Contract by us pursuant to clause 17.1, all licences granted by us under this Contract shall terminate immediately.
3. On expiry or termination of this Contract, all provisions of this agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
Discontinuation of Services
1. We reserve the right to discontinue the Services (or any of them or any part of them) without notice to you and shall not be liable to you if we exercise these rights. Where reasonably practicable, we will try to give you reasonable notice of any discontinuation of the Services. Even if we discontinue the Services entirely, you will not be entitled to receive a refund of all or any part of any Fees you have already paid.
General
1. Event Outside Our Control: (a) For the purposes of this Contract, Event Outside Our Control means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or that of any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. (b) We will not be liable to you as a result of any delay or failure to perform our obligations under the Contract as a result of an Event Outside Our Control. (c) If the Event Outside Our Control prevents us from providing all or part of the Services for more than 2 weeks, we will, without limiting our other rights or remedies, have the right to terminate the Contract immediately by giving written notice to you.
2. Assignment and subcontracting: (a) We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent. (b) You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract.
3. Notices: (a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number. (b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission. (c) This clause 19.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include emails, and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by email.
4. Waiver: (a) A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. (b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
5. Severance: (a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. (b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
6. Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
7. A person who is not a party to the Contract shall not have any rights under or in connection with it.
8. Except as set out in these Terms, any variation, including the introduction of any additional terms and Terms, to the Contract, shall only be binding when agreed in writing and signed by us.

This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.