Terms and conditions


General Terms and Conditions

  1. Acronyms, Definitions

    In this contract the following words or phrases will have the following meanings:

    "Oxford Information Labs" Oxford Information Labs Limited. A company registered in the UK No.4520925
    "Oxford Information Labs' Website" the website of Oxford Information Labs located at address http://www.oxil.co.uk.
    "Fees" the fees (including any VAT) payable by the customer to Oxford Information Labs for the provision of the Services.
    "Man Day" or "Working Day" 7 hours worked within any 24 hour period.
    "Half Day" or "Half Working Day" 3.5 hours worked within any 24 hour period.
    "Services" The software development services provided by Oxford Information Labs to Customer according to the terms of this contract, as set out in the Order Form.
    "Customer" The customer whose details are set out in the Order Form.
    "Customer's Business Website" The website provided by Oxford Information Labs for Customer.
    "Order Form" The order form published on the Oxford Information Labs Web Site at http://www.oxil.co.uk, as completed by the Customer.
    "Consumer" A Customer who is not using or intending to use the Services in the course of a business, trade or profession.
    "Registration Authority for Domain Names" A registration authority for an internet domain name. For example, Nominet UK for .uk domains, and ICANN for .com domains.

  2. Fees and Services

    • All prices quoted are United Kingdom Sterling (UKP) and exclusive of VAT.

    • In consideration of the payment of the Fees by Customer Oxford Information Labs agrees to provide the Services.

    • The Customer agrees to make payment for the Services as follows:-

      by debit or credit card payment at the time of making the order or renewal; or at Oxford Information Labs's discretion, by payment of invoice in Pounds Sterling within 10 days of the invoice date if specially agreed beforehand.

    • If Customer fails to pay any invoice which is due and payable under this Agreement, Oxford Information Labs, without prejudice to any other rights and remedies available to it, shall be entitled to charge interest on a daily basis on the overdue amount and on outstanding interest from the date of such failure until payment (until judgment), at the rate of 2% above Barclay's Bank base rate from time to time, per month.

      Oxford Information Labs reserves the right at its sole discretion to suspend any or all Services in the event of non-payment of any invoice.

    • Non-delivery or non-performance of Services by any third party other than Oxford Information Labs's sub-contractors shall not give Customer any right to delay any payment to Oxford Information Labs or to make any claim whatsoever against Oxford Information Labs.

    • If Oxford Information Labs does not receive payment in full within 28 days of the date of an invoice, it may terminate this Agreement as regards any Service without further obligation to Customer.

    • For the purposes of this Agreement, time of payment is of the essence.

  3. Warranties and Indemnities

    • Customer hereby warrants that it has full rights and authority to use and reproduce all materials supplied to Oxford Information Labs for the purposes of publication on Customer's Business Web Site under this Agreement, and that no such materials infringe the rights of any third party.

    • Customer hereby agrees fully to indemnify, keep indemnified and hold harmless Oxford Information Labs, its officers, employees, agents, sub-contractors and affiliated companies from and against any and all costs, claims, losses, damages and expenses, whether direct or indirect, (including, but not limited to, legal fees) sustained or incurred by Oxford Information Labs or its any of its officers, employees, agents, sub-contractors or affiliated companies and in any jurisdiction as a result of:-

      any breach of any of the warranties given by Customer in this Agreement;

      otherwise howsoever arising out of the provision by Oxford Information Labs of any Service hereunder unless on account of breach of contract or negligence by Oxford Information Labs; and/or

      any breach by Customer of any of its obligations in this Agreement.

  4. Customer Authorisation and Obligation

    • Customer acknowledges and accepts that to enable Oxford Information Labs properly to provide the Services it must co-operate with Oxford Information Labs as required by Oxford Information Labs and, in particular Customer must do the following:-

      promptly provide all text and graphic materials necessary for Customer's Business Website;

      obtain the consent of individuals whose personal data are to be held on a domain name register or are otherwise provided to Oxford Information Labs; and

      provide Oxford Information Labs with accurate details of its e-mail and physical addresses and promptly notify Oxford Information Labs in writing of any alterations thereto from time to time;

    • Customer agrees to abide by the terms of Oxford Information Labs's Acceptable Use Policy during the term of this Agreement.

  5. Oxford Information Labs Warranties and limitations of liability

    • Oxford Information Labs makes no warranties or representations that any Service will be uninterrupted or error-free. Customer accepts all Services provided hereunder "as is" without warranty of any kind.

    • Unless Customer is a Consumer, all implied conditions, warranties and terms (whether express or implied by statute, common law, custom or otherwise) - excluding those relating to the exercise of reasonable care and skill, fitness for purpose and satisfactory quality (where applicable) - are hereby excluded in relation to each of the Services to be provided hereunder to the fullest extent permitted by law.

    • Oxford Information Labs shall not be liable for any services or products to be supplied by any third party.

    • Oxford Information Labs shall not be liable to Customer whether in contract, tort (including negligence) or otherwise for:

      any loss of profit, revenue or other type of economic loss (whether direct or indirect);

      loss of business or contracts;

      loss of anticipated savings or goodwill; or

      any losses which a court holds to be consequential, or indirect;

      arising out of or in connection with this Agreement including but not limited to:

      any error or omission in Oxford Information Labs's provision of the Services;

      loss of use of Customer's Business Web Site (for whatever reason and whether temporary or otherwise).

    • Subject to Clauses below, no matter how many claims are made and whatever the basis of such claims, Oxford Information Labs' maximum aggregate liability to Customer under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses 5.1-5.5 above, or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to the Fees paid by Customer pursuant hereto.

    • None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from the negligence of Oxford Information Labs.

    • This does not affect your statutory rights as a Consumer, including those set out in Clause 8 below.

  6. Term, Termination and Amendment of the Agreement

    • This agreement is for a term of 1 year from the date of the Order Form, and will automatically renew for further periods of one year on the anniversary of the date of the Order Form, unless earlier terminated under this Agreement.

    • Oxford Information Labs may terminate this Agreement by notice in writing to Customer having immediate effect if:

      Customer is in breach of any of its obligations under this Agreement or the Oxford Information Labs Acceptable Use Policy and (in the case of a breach which is capable of remedy) Customer fails to remedy such breach within 30 days of written notice from Oxford Information Labs to do so;

      Customer is a company and a resolution is passed for its winding up or a petition for its liquidation is presented; or

      Customer is an individual and a petition for bankruptcy is presented against it; or

      A receiver or liquidator (where Customer is a company) or (where Customer is an individual) a trustee in bankruptcy is appointed over it or any of its assets; or

      Customer proposes or enters into any arrangement or composition with or for its creditors (including any voluntary arrangement).

    • In the event that any of the circumstances identified in Clause 6.2 arises, Oxford Information Labs shall have the option to terminate this Agreement as regards all Services provided or to be provided or only as regards that Service or those Services in respect of which the breach is considered by Oxford Information Labs to have been committed; and

    • In the event that any of the circumstances identified in Clause 6.2 arises, Oxford Information Labs shall be entitled to retain any sums paid to it by Customer hereunder and recover any sums due to it pursuant hereto whether invoiced or not at the date of termination.

    • Customer may terminate this Agreement at any time following the first anniversary of this Agreement, subject to giving to Oxford Information Labs not less than 1 month's written notice.

    • Oxford Information Labs may transfer its rights and obligations under this Agreement to any third party.

    • No amendment to this Agreement will be binding on Oxford Information Labs unless in writing and signed by both parties.

  7. Confidentiality

    • Each of the parties agrees (subject to Clauses below) not to:

      disclose any Confidential Information received from the other party; or

      make any use of any such Confidential Information other than for the purposes of performance of this Agreement.

    • Each party may disclose Confidential Information received from the other to its responsible employees, consultants, sub-contractors or suppliers who need to receive the information in the course of performance of this Agreement.

    • The confidentiality obligations under Clause 7.1 shall not apply to any information which:

      is or subsequently becomes available to the general public other than through a breach by the receiving party; or

      is already known to the receiving party before disclosure by the disclosing party;

      is developed through the independent efforts of the receiving party; or

      the receiving party rightfully receives from a third party without restriction as to use.

  8. Customer Cancellation

    • Where a Customer is a Consumer,he/she has the right to cancel an order, within 7 days of placing the order, by giving notice in writing to Oxford Information Labs, except that orders for secure server certificates cannot be cancelled after the certificate request has been submitted to the certification authority.

    • In the event of a cancellation of an order by Customer, under the terms of this provision, Oxford Information Labs undertakes to refund any monies paid within 30 days of cancellation. If Customer uses or intends to use the Customer's Business Website in the course of a trade, business or profession, Customer will not have this right to cancel the Agreement.

  9. Other

    • Subject to Clause 9.2, this written Agreement together with the Schedules hereto and any other expressly incorporated document constitute the entire agreement between the parties hereto relating to the subject matter hereof. Nothing in this Clause shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.

    • Oxford Information Labs reserves the right to modify this Agreement from time to time. We will post notice of any changes to this Agreement on our website at least 30 days (or a shorter period if this is not practical for whatever reason) before the change takes effect. Please check our website regularly. If you do not wish to be bound by the amended Agreement you may give 30 days notice in writing to terminate this Agreement. You will not be entitled to any refund and will be liable to pay any fees due up to the date of termination. If you continue to use our Services (e.g. managing your domain name or hosting your website with us) after any changes take effect, you will be bound by the amended Agreement. Any renewal of our Services or of domain names through Oxford Information Labs will in any case be subject to the then current terms and conditions.

    • If any clause of these terms and conditions is held to be unenforceable in whole or in part the other terms and the rest of the provisions shall continue to be valid and enforceable.

    • Oxford Information Labs's postal address is Oxford Information Labs Limited, 65 Cranham Street, Oxford, OX2 6DD, England and our telephone number if +44 1865 556000. Our offices are open from 9.00 am to 5.30 pm (local time) Monday to Friday, except for public holidays. Any notice to be given under this agreement shall only be deemed to be served if delivered by hand or sent by pre-paid post, by fax or e-mail, to the party to whom it is addressed at its last known postal or e-mail address or fax number. The notice will be effective: if delivered by hand, on delivery, if sent by fax or e-mail, on the date of sending; and if by post, on the date of posting.

    • If either party cannot perform any of its contractual obligations (other than to make payent) as a result of events beyond its reasonable control, then such party will not have to perform that obligation for the duration of the relevant event.

    • No forbearance or delay by either party in enforcing the provisions of this Agreement will prejudice or restrict its rights, nor will any waiver of any right operate as a waiver of any subsequent breach.

    • This Agreement shall be governed by the law of England, and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

    Design

  10. Intellectual Property

    • In creating the Customer's Business Web Site, Oxford Information Labs will use certain generic software components (OxIL components), including for example the user log-in facility, CCS style sheets. Unless otherwise notified to the Customer, all OxIL Components will be marked as follows: "Start copyright section." - at the component start point, and "End copyright section. © 2005 Oxford Information Labs Limited." - at the component end point. Oxford Information Labs hereby assigns to the Customer all copyright and other rights associated with the Customer's Business Web Site provided under this Agreement, such assignment excludes any OxIL Components.

    • In respect of any generic software components used in the Customer's Business Web Site, Oxford Information Labs grants to Customer a non-exclusive licence to use the OxIL Components only for the purpose of the Customer's Business Web Site. This licence does not include the right to copy, re-use, edit, sell or adapt any OxIL Components.

  11. Post Termination - alternative hosting

    In the event that (after the initial one year term) the Customer wishes to transfer the hosting of the Customer's Business Web Site to another provider, the Customer will be able to print out the html output of its Business Web Site by selecting the "view source" => "print" options on its browser. Customer should note that any dynamic content will not work if the hosting is transferrred. On termination of this Agreement, Oxford Information Labs will at the Customer's request provide a copy of the table schema and a database dump in respect of any dynamic content pages contained within Customer's Business Web Site.

  12. Backup, Security, Content Limitations, and Hacking.

    • Oxford Information Labs provides a remote backup of each customers final design package prior to delivery. The customer is required to provide a copy of all dynamic database data in the event of loss due to unforseen circumstances.

    • Oxford Information Labs provides Enterprise standard hosting on auto-updating, auto-security patching Enterprise level operating systems. While this provides reasonable and reliable security for servers, there is always the possibility that a determined criminal will discover a new method of attacking a server. In such circumstances Oxford Information Labs will take all reasonable steps to notify Customers and provide an impact analysis.

    • Customers are required to take all reasonable steps to ensure adaquate security. Administration passwords must only be given to authorised personnel. The Customer must not attempt to install third party software on the server, or attempt to hack their own site, or server. Oxford Information Labs reserve the right to terminate this agreement if Oxford Information Labs finds any customer is threatening the security of the system.

    • Oxford Information Labs reserve the right to refuse to implement a website, or terminate this agreement, on the grounds of unacceptable content, or content that may incite others to threaten the security of the system. This includes, but is not limited to: extreeme adult, political, religious or medical material.

    Domain Name Registration

  13. General

    Customer's Business Website hosting includes the registration of a domain name which Oxford Information Labs uses to operate the website. Oxford Information Labs also registers domain names for other Customers, for Business Hosting, Consultancy etc. In all circumstances the Customer retains rights in domain name use and ownership, and becomes 'The Registrant'. Oxford Information Labs will control the use of the domain name until termination. Oxford Information Labs will provide the appropriate Registration Authority for Domain Names with registration information, fees, and management information such as addresses of nameservers, etc.

    This agreement incorporates the Terms and Conditions for registrants of domain names as set out by each registration authority. These are published as follows:

    Nominet UK for .uk domains at http://www.nominet.org.uk.

    ICANN for .com domains at http://www.icann.org.uk.

    Data Hub™ Services

  14. General

    Data Hub™ systems are set up by Oxford Information Labs for each customer within an IT Consultancy delivery and support agreement. Contracts are negotiated for each system.

    IT Consultancy

  15. General

    Oxford Information Labs provides guideline consultancy fees upon request. Oxford Information Labs reserves the right to adjust these prices at any time to allow for sudden market changes or other unforseen circumstances.