Terms of Business

1. DEFINITIONS

In these Terms of Business, the following Definitions will apply:

1.1 "Add-On(s)" means any or all of the range of additional features, facilities and services compatible with the Customer Website Theme but supplied as chargeable extras in accordance with the pricing structure for Add-Ons displayed on Mortgage Pro and / or any other website owned and operated by ANTiT.

1.2 "Mortgage Pro" means the website domains owned and operated by ANTiT, namely www.mortgagebrokerwebsitedesignpro.co.uk and www.mortgage-pro.co.uk incorporating the Products and Services offered on these websites.

1.3 "ANTiT" means ANTiT Website Design & Development Limited trading as Web Pro IT (company registered in England No. 07224703) whose registered office is 192B Station Road, Edgware, Middlesex HA8 7AR, United Kingdom.

1.4 "Charges" means the charges as set out in the Quotation and confirmed by the Order; or ANTiT's published price list or tariff structure in force from time to time.

1.5 "Compliance Authority" means the UK body or bodies responsible for the regulatory aspects of licensing mortgage brokers or other professionals in other industry sectors.

1.6 "Confidential Information" means all information designated as such by either party in writing together with all such other information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel and customers of either party or information which may reasonably be regarded as the confidential information of the disclosing party.

1.7 "Contract" means a contract, subject to these conditions, for the provision of the Products and / or Services between ANTiT and the Customer.

1.8 "Customer" means the company, firm, body or person purchasing the Services from ANTiT or using Mortgage Pro or other websites owned and operated by ANTiT,

1.9 "Customer Content / Data" means text, graphics, photographs, sounds, information, data, music, video, film or any other copyright work publicly available on the Customer Website or provided for publication on the Customer Website either by the Customer or any other third party (excluding ANTiT) commissioned by the Customer, together with all User Generated Content and information regarding Users (such as, for example, the number of page impressions, users email addresses or other information posted by Users or depicted by the Customer Website about Users).

1.10 "Customer Website" means the website developed by ANTiT for the Customer described in the Specification, including but not limited to Customer Website Themes and Customer Website Design Services.

1.11 "Customer Website Theme" means the range of website themes offered under licence by ANTIT on Mortgage Pro and any other website owned and operated by ANTiT, incorporating the website theme's design, style and content including all modifications, alterations and amendments to the website theme in accordance with the Customer's Specification.

1.12 "Customer Website Design Services" means the bespoke design, development and implementation of a website tailored to the Customer's Specification, including but not limited to software development and back-end administration systems.

1.13 "Default" means any breach of the obligations of either party (including but not limited to a fundamental breach or breach of a fundamental term).

1.14 "Domain Name" means the name registered with an Internet Registration Authority used as part of the Customer's URL.

1.15 "Emarketing Services" means the provision of the data processing services and software for use by the Customer as defined in the Clause "Emarketing Services" in these Terms of Business.

1.16 "Information" means information in any form (including visual and textual) published or otherwise made available (directly or indirectly) on the Internet via the Customer Website.

1.17 "Intellectual Property Rights" means patents, trade marks, service marks, database rights, design rights (whether registered or otherwise), applications for any of the foregoing, copyright, know-how, trade or business names, domain names and other similar rights or obligations whether registrable or not and in any territory or jurisdiction (including but not limited to the United Kingdom).

1.18 "Internet Registration Authority" means an official organisation which administers a database registry of all Domain Names based on specific geographical or other criteria.

1.19 "Invoices" means invoices raised by ANTiT for services provided pursuant to a Contract.

1.20 "Ongoing Services" means website support and maintenance, web hosting, web optimisation, or other services offered by ANTiT which impose a monthly payment.

1.21 "Order" means a purchase order in respect of the Product(s) and / or Service(s) requested by the Customer and submitted to ANTiT in writing by postal or electronic means, together with all documents referred to in it.

1.22 "Product(s)" means the product or products which are the subject matter of a Contract, being the product(s) to be provided by ANTiT to the Customer pursuant to the Order.

1.23 "Quotation" means a quotation, either in written form or as published on Mortgage Pro, for an agreed piece of work (incorporating these Terms of Business) provided by ANTiT to the Customer in respect of the Services.

1.24 "Server" means ANTiT's Internet server or servers.

1.25 "Service(s)" means the services which are the subject matter of a Contract, being the work and / or services to be performed by ANTiT for the Customer pursuant to the Order including, without limitation, the Ongoing Services.

1.26 "Specification" means the specification for the Customer Website agreed between ANTiT and the Customer and set out in the Order.

1.27 "Standard Content" means the technical content, which is supplied by ANTiT to the Customer for use as part of the Customer Website Theme or for use in respect of Customer Website Design Services or for use in respect of any other Product or Service provided by ANTiT to the Customer.

1.28 "Standard Feature(s)" means the standard range of features, facilities and services supplied with the Customer Website Theme including the Standard Content in accordance with the pricing structure displayed on Mortgage Pro and / or any other website owned and operated by ANTiT.

1.29 "Standard Form" means ANTiT's standard form of Order.

1.30 "Standing Order" means a regular, fixed payment from the Customer's bank account in favour of ANTiT.

1.31 "Subscribers" means the customers, members, contacts or any individuals who have given permission to the Customer to send email messages to their email address(es) in the context of Emarketing Services.

1.32 "User" means any member of the public accessing the Customer Website via the Internet or by any other means.

1.33 "User Generated Content" means all such material posted by Users on the Customer Website.

1.34 "URL" means a uniform resource locator.

2. GENERAL

2.1 By placing an Order for Products or Services, the Customer confirms acceptance of these Terms of Business and agrees to be bound by them.

2.2 A Quotation shall not be binding on ANTiT and the Contract will only come into being upon acceptance by ANTiT of the Order by signing or counter signing and dating of the Order and returning it to the Customer or the issue by ANTiT, electronically or otherwise, of an order acknowledgement.

2.3 The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Customer shall have no effect, unless such Order is in the Standard Form. Any variation to the Contract must be confirmed in writing by ANTiT.

2.4 Quotations submitted by ANTiT shall remain open for acceptance by the Customer for a period of 14 (fourteen) days from the date of the Quotation, unless the Quotation specifies some other period, or the Quotation is withdrawn by ANTiT.

2.5 These conditions shall, to the extent applicable, apply to goods and products in the same way as they apply to Services.

2.6 Unless otherwise agreed by ANTiT, the Customer acknowledges and agrees that the minimum length of any Ongoing Services purchased will be 12 months from the date of Order. Thereafter, the Ongoing Services may be terminated on 1 months' written notice by either party.

2.7 ANTiT reserves the right to accept or reject any Order placed for Products or Services.

2.8 ANTiT reserves the right to add, delete or change some or all of the Products and Services offered by ANTiT on Mortgage Pro and other websites owned and operated by ANTiT at any time without prior notice.

2.9 These Terms of Business may be updated or otherwise amended without prior notice and shall always prevail in the event of conflicts between the Order or Contract and any other document.

3. PRICES

3.1 Where the Product(s) and / or Service(s) are sold by reference to ANTiT's published price list or tariff structure, the price payable for the Product(s) and / or Service(s) shall be the ruling price as published in the price list or tariff structure current at the date of purchase.

3.2 In other cases, the price for the Product(s) and / or Service(s) shall, subject to clause 2.3 above, be that stated on the relevant Quotation and confirmed in the Order.

3.3 Prices for Customer Website Design Services, which covers but is not limited to bespoke projects and other services including software development and back-end administration systems will be quoted based on specification agreed, content, functionality and development time, and confirmed in writing. After receipt of the Customer's Order, ANTiT reserves the right to revise the original Quotation if the Customer requests alterations to the Customer Content/Data and / or Specification(s) which are not specified in the Customer's original Order.

3.4 ANTiT shall (if applicable) add to the price of the Services, and the Customer shall pay, an amount equal to any VAT and any other tax or duty applicable from time to time to the sale or supply of such Services.

3.5 Any price changes to Ongoing Services will take effect from the 1st day of the month and the Customer will be notified in writing at least 7 (seven) days before any price change takes effect. All Ongoing Services may be subject to an annual increase to cover rising costs.

4. TERMS OF PAYMENT

4.1 Prices quoted are net and in Pounds Sterling.

4.2 As consideration for the performance of ANTiT's obligations under the Contract, the Customer shall pay all sums owing pursuant to a Contract to ANTiT.

4.3 For Customer Website Themes, an upfront set-up fee and an initial licence fee equivalent to the value of one month's subscription are payable upon submission of the Order to ANTiT.

4.4 Upon submission by ANTiT of a draft version of the Customer Website Theme to the Customer, a monthly licence subscription fee for Ongoing Services shall become payable to ANTiT by Standing Order, irrespective of whether the Customer Website Theme has yet been reviewed and signed off by the Customer and irrespective of whether the Customer Website Theme has yet been submitted to or approved by the relevant Compliance Authority.

4.5 The monthly licence subscription fee for Ongoing Services may include charges for Add-Ons, Emarketing Services or other additional services as listed in the Specification which are not yet active (in whole or part), since certain features which are integrated into the Customer Website Theme may require pre-registration and consequently a commencement of the billing process.

4.6 For Customer Website Design Services only (see Clause 6 below), the Customer shall, at the time of submission of an Order to ANTiT, pay to ANTiT a non-refundable deposit of 50% of the value shown on the Order attributable to the Customer Website Design Services.

4.7 ANTiT shall invoice the Customer:

4.7.1 for Customer Website Design Services, immediately on completion of the Customer Website, a further 25% of the value shown on the Order attributable to the Customer Website Design Services;

4.7.2 for Customer Website Design Services, thirty days following the completion of the Customer Website, a final 25% of the value shown on the Order attributable to the Customer Website Design Services;

4.7.3 for Ongoing Services provided to the Customer during each month on an agreed date each month by way of a confirmation invoice following receipt of each monthly Standing Order payment.

4.8 Unless otherwise agreed in writing by ANTiT, payment of Invoices must be received by ANTiT from the Customer within 14 days of the date of the Invoice (the "Due Date"). The Customer shall remit payment to ANTiT in accordance with Clause 4.10 below.

4.9 Failure to make payment by the Due Date may result in the withdrawal, suspension or disconnection of any Product, Service and / or Ongoing Service.

4.10 The Customer shall make all payments due to ANTiT by one or several of the following means:

4.10.1 Electronic transfer direct to ANTiT's nominated bank account

4.10.2 Arranged Standing Order direct to ANTiT's nominated bank account

4.10.3 Debit or Credit Card payment

4.10.4 Bankers Draft made payable to ANTiT

4.10.5 Cheque made payable to ANTiT

and in each case payment shall be in Pounds Sterling without set off or deduction.

4.11 If the Customer fails to pay any amount due to ANTiT under a Contract by the relevant Due Date, default interest at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 shall be added to such amount for the period from the day after the due date until the date of receipt (whether before or after judgment) together with any reasonable and proper amounts incurred by ANTiT in seeking to recover such late payment from the Customer (including, without limitation, legal fees).

5. CUSTOMER WEBSITE THEMES

5.1 Upon the placing of an Order for a Customer Website Theme, ANTIT will provide to the Customer a Customer Website Theme as selected by the Customer, incorporating all Standard Features and Standard Content and, if applicable, any Add-Ons or other additional features agreed between the Customer and ANTiT and as outlined in the Specification.

5.2 If required, ANTiT shall obtain for the Customer a selected Domain Name (subject to availability) and take responsibility for the management of the Domain Name at no cost to the Customer until the end of the Domain Name's current registration period , at which time a renewal fee will become due (see Clause 14 below for further details).

5.3 Upon confirmation of cleared funds covering the upfront set-up fee and initial licence fee, ANTiT shall enter the building of the Customer Website Theme onto its schedule of work.

5.4 ANTiT will use reasonable endeavours to undertake the building of the Customer Website Theme in a timely manner, subject to the Customer supplying company logos, corporate branding and any other specified items for inclusion in the Customer Website Theme. However, the dates and timeframes provided for carrying out the Services and delivery of the Customer Website are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.

5.5 The Customer will make every effort to complete the website within 3 months of the date of order, pending compliance approval. If the Customer does not make the required effort to achieve completion of the website and it is delayed for whatever reason then all fees will become due under the 12 month contract agreed to when ordering the website. Should an extension be required by the Customer, this should be applied for in writing, however, ANTiT reserves the right to accept or decline an extension.

5.6 ANTiT will endeavour to chase the Customer from time to time for feedback or content to complete the website, however, failure by the Customer to communicate or respond to ANTiT, regardless of whether ANTiT has chased the Customer recently, will make clause 5.5 enforceable.

5.7 ANTiT reserves the right to delay the start date of the 12 months licence fees due under the agreed contract, without reference to the Customer, to coincide with the Customer's website going live, however, this does not constitute a "free licence fee period" but extends the 12 months licence fees start date to the date the Customer's website goes live and the 12 month licence fees due under the contract will commence from this date.

5.8 ANTiT is entitled to the 12 months licence fees due under the agreed contract the Customer entered into when ordering the website regardless of how much time has elapsed since the date of order.

5.9 All images, logos, designs and pictures supplied by the Customer are supplied on the understanding that the Customer takes full responsibility for ensuring that the appropriate copyright permissions have been obtained. The Customer must supply to ANTiT evidence of purchase of such images, logos, designs and pictures if requested. ANTiT will retain this evidence on file. ANTiT reserves the right to refuse to make use on the Customer Website Theme of images, logos, designs or pictures for which, in the opinion of ANTiT, there is insufficient evidence that copyright permissions have been obtained.

5.10 The Standard Features relating to the Customer Website Themes are displayed on Mortgage Pro and are included in the charges quoted on Mortgage Pro. ANTiT reserves the right to alter, amend, add to or withdraw elements of the Standard Features at any time and at its sole discretion.

5.11 The Customer Website Demos and screenshots relating to the Customer Website Themes as displayed on Mortgage Pro are representative examples only. Not every feature displayed on any Demo and / or screenshot is included in the Standard Features of the Customer Website Themes.

5.12 The Add-Ons relating to the Customer Website Themes are displayed on Mortgage Pro. Additional charges apply to each Add-On and these charges are not included in the charges for Standard Features. ANTiT reserves the right to alter, amend, add to or withdraw elements of any Add-On at any time and at its sole discretion.

5.13 A monthly licence subscription fee for Ongoing Services shall become payable to ANTiT by Standing Order, upon submission by ANTiT of a draft version of the Customer Website Theme to the Customer, irrespective of whether the Customer Website Theme has yet been reviewed and signed off by the Customer and irrespective of whether the Customer Website Theme has yet been submitted to or approved by the relevant Compliance Authority.

6. CUSTOMER WEBSITE DESIGN SERVICES

6.1 Upon the placing of an Order for Customer Website Design Services, ANTIT will provide Customer Website Design Services to the Customer, based on the Specification provided by the Customer and including, if applicable, the Standard Content and any Add-Ons or other additional features agreed between the Customer and ANTiT and as outlined in the Specification.

6.2 If required, ANTiT shall obtain for the Customer a selected Domain Name (subject to availability) and take responsibility for the management of the Domain Name at no cost to the Customer until the end of the Domain Name's current registration period , at which time a renewal fee will become due (see Clause 14 below for further details).

6.3 Upon confirmation of cleared funds covering the upfront set-up fee, ANTiT shall enter the building of the Customer Website Design Services onto its schedule of work.

6.4 ANTiT will use reasonable endeavours to undertake the building of the Customer Website Design Services in a timely manner, subject to the Customer supplying company logos, corporate branding and any other specified items for inclusion in the Customer Website Design Services. However, the dates and timeframes provided for carrying out the Services and delivery of the Customer Website are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.

6.5 All images, logos, designs and pictures supplied by the Customer are supplied on the understanding that the Customer takes full responsibility for ensuring that the appropriate copyright permissions have been obtained. The Customer must supply to ANTiT evidence of purchase of such images, logos, designs and pictures, if requested. ANTiT will retain this evidence on file. ANTiT reserves the right to refuse to make use in the Customer Website Design Services of images, logos, designs or pictures for which, in the opinion of ANTiT, there is insufficient evidence that copyright permissions have been obtained.

6.6 Any samples, Demos, screenshots, designs or other features relating to the Customer Website Design Services as displayed on Mortgage Pro are representative examples only. The Specification, and any amendments or variations to the Specification, as agreed between the Customer and ANTiT shall constitute the entire Contract between the parties.

6.7 If required and agreed between ANTiT and the Customer, ANTiT shall supply Ongoing Services to the Customer upon completion of the Customer Website Design Services comprising some or all of website support, website maintenance, web hosting and email provision, for which charges will apply.

7. DELIVERY AND COMPLETION DATES

7.1 ANTiT undertakes to use its reasonable endeavours to provide completed Services to the Customer within the time frame stipulated in the Order, or if no time frame is specified, within 30 days of the date on which ANTiT receives a signed Order from the Customer.

7.2 The dates and timeframes for carrying out the Services and delivery of any Customer Website are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.

7.3 ANTiT will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform save where the same is a result of the negligence of ANTiT.

7.4 No delay (unless material) shall entitle the Customer to reject any delivery or performance or any other Order from the Customer or to repudiate the Contract or the Order.

8. CHANGES TO THE SPECIFICATION

8.1 If the Customer submits a request for design changes, site recolouring, modifications or further customisation to the Customer Website, software or other Products and Services, ANTiT will provide the Customer with a quotation in advance. Upon acceptance of quotation by the Customer, an invoice will be raised by ANTiT which will be payable prior to commencement of work.

8.2 ANTiT will make or add, at no charge:

8.2.1 Changes to contact details

8.2.2 Essential updates as required by the relevant Compliance Authority

8.2.3 General textual modifications to the Customer Content / Data

8.2.4 Image replacements up to a maximum of 3 images per month

8.2.5 Articles or information provided by the Customer for inclusion on the Customer Website provided that the articles or information are supplied to ANTiT complete and in electronic format.

8.3 Other additions or customisation will be chargeable on an hourly rate basis, unless an agreement for Ongoing Services exists between the Customer and ANTiT which specifies the inclusion of further additions or customisation within the agreed price. In any event, ANTiT will agree in advance with the Customer any charges and payment terms prior to commencing the additional work or customisation.

8.4 Examples of additional work or customisation include, but are not limited to:

8.4.1 Additional pages

8.4.2 Additional forms

8.4.3 New graphics

8.4.4 Creation of image links to other websites

8.4.5 Re-skin of the Customer Website

8.4.6 A new bespoke design under the category of Customer Website Design Services.

9. RESPONSIBILITY FOR APPROVING THE CUSTOMER WEBSITE

9.1 The Customer acknowledges and agrees that ANTiT shall produce the Customer Website based on the Specification as provided by the Customer.

9.2 It shall be the responsibility of the Customer (and not the responsibility of ANTiT) to review and approve the Content of the Customer Website (including, without limitations, the spelling of names and addresses and the accuracy of telephone numbers) at the time of the completion of the Customer Website by ANTiT and submission of the Customer Website to the Customer for approval by the Customer.

9.3 ANTiT shall have no liability to the Customer for any inaccuracies in the Customer Website if and to the extent that the Customer has failed to review and / or approve (or, if required, request amendment to) the Customer Website provided as outlined in the Contract and / or Specification.

10. WEBSITE UPGRADES

10.1 Upgrades to the Customer Website or enhancements to the Standard Features will be offered to the Customer from time to time, some of which may be subject to a supplementary charge. Details of any additional charges will be provided when the Customer is informed about the upgrades.

11. ADVERTISEMENT

11.1 The Customer will permit ANTiT to incorporate a small and discreet advertisement of ANTiT's services at the bottom of all Customer Website pages.

12. INTERNET BROWSERS

12.1 All Customer Websites are developed to work with Internet Explorer (IE9 and above), Firefox, Google Chrome and Safari. Should the Customer require that the Customer Website is modified to work with other browsers, or with any legacy version of any browser, an additional charge may be made.

12.2 As a result of advancements in technology, Customer Websites may not operate with certain legacy browsers. It is the responsibility of the Customer to make appropriate checks and, if appropriate to consult with ANTiT, that any browser or browsers utilised by the Customer are compatible with the browsers on which the Customer Websites have been developed to operate.

12.3 Software manufacturers release newer versions of their browsers from time to time and ANTiT has a policy of design renewal which uses the latest technologies available to take advantage of these advancements. Customers will be advised of changes to ANTiT's Products and Services as and when they become available, and Customers will be given the opportunity to upgrade at a preferential rate.

12.4 Whilst websites built for older browsers maybe upwardly compatible, ANTiT has no control of manufacturers' decisions, and therefore ANTiT cannot guarantee an older website will work correctly on newer browser versions, ANTiT therefore always recommends that Customers upgrade to a new website theme as released to maintain newer browser compatibility. ANTiT reserves the right to apply a charge to make an older site compatible if required.

13. WEB HOSTING & EMAIL SERVICES

13.1 The hosting of the Customer Website on ANTiT's commercial servers is included in the charges covered within Ongoing Services.

13.2 The provision of POP3 and IMAP email boxes are dependent on the package purchased and are limited to the numbers advertised which will be included in the charges covered within Ongoing Services. IMAP email boxes are not included in the Bronze and Silver packages but are available for an additional charge.  Exchange email boxes are not included in any of the packages but are available for an additional charge.

13.3 Following commencement of the Contract, ANTiT will install the Customer Website onto its commercial servers in accordance with the Specification and provide a connection to the internet via the servers.

13.4 The Customer shall be solely responsible for the accuracy, legality, currency and compliance of the Information on the Customer Website and the User Generated Content and the Customer will be solely liable for false, misleading, inaccurate, or infringing information contained or referred to therein.

13.5 The Customer acknowledges and agrees that ANTiT may be required by law to monitor the Customer Content/Data and traffic and if necessary give evidence of the same together with use of the logon ID to support or defend any dispute or actionable cause or matter which arises in relation to the same.

13.6 ANTiT does not warrant that the website hosting service or server(s) will be continuously available 24 hours per day, 7 days per week but will use its reasonable endeavours to keep downtime to a minimum.

13.7 ANTiT may need, at times, to temporarily suspend the web hosting service for repair, maintenance or improvement of the website hosting service. ANTiT will give the Customer as much notice as is reasonably practicable in the circumstances, before initiating the temporary suspension. ANTiT will use reasonable endeavours to restore the website hosting service as soon as reasonably possible.

13.8 The Customer accepts the website hosting service and server(s) "as found" with any faults, or failings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitations any implied warranty of accuracy, completeness, quality, continuity of service, connectivity and fitness for a particular purpose.

13.9 The Customer Website, including website files and database(s), will be backed up on a daily basis. In the unlikely event of server failure, back ups will be restored without charge to the Customer.

13.10 ANTiT offers to Customers, if required, a stand-alone annual web hosting and POP3 email service, separate and independent from the Customer Website.

14. WEBSITE SERVICES

14.1 If required, ANTiT will register the Customer's chosen Domain Name(s) (subject to availability) and will take responsibility for the management of the Domain Name(s) at no cost to the Customer until the end of the Domain Name's (or Names') current period, which in the case of ".co.uk" Domain Name extensions will be for the initial two years following submission of the Order to ANTiT, and in the case of ".com", ".net", ".org", ".org.uk", ".biz", ".eu" and other Domain name extensions will be for the initial one year following submission of the Order to ANTiT.

At the end of the current period, a renewal fee will become due and payable by the Customer.

14.2 ANTiT will register the Customer's Domain Name(s) and act as the registrar for the Domain Name(s). The Customer will be the legal owner (the registrant) of the Domain Name(s).

14.3 All subsequent Domain Name renewal fees will be payable by the Customer, and are mandatory to ensure the continuing validity and visibility of the Customer Website.

14.4 If the Customer decides to transfer the Customer's Domain Name(s) to another service, any costs incurred by ANTiT will be recharged to the Customer at cost plus a £35.00 administration fee. This fee may be waived at ANTiT's discretion.

14.5 If the Customer is already in possession of a Domain Name which the Customer wishes to utilise, ANTiT will assist in the transfer of the Domain Name as required. ANTiT will make no additional charge for this service, however sometimes the registrar with which the Customer has registered their Domain Name may require a transfer fee, which will be payable by the Customer.

14.6 There will be no reduction in the charges made for Ongoing Services if the Customer is already in possession of a Domain Name or Names.

14.7 ANTiT reserves the right to refuse to transfer Domain Names if any payments owing to ANTiT remain outstanding.

14.8 ANTiT shall accept no liability for any financial loss resulting from a Domain Name or Names not being renewed.

14.9 ANTiT shall have no liability arising from any financial loss arising from any registered email address or mailbox not being available.

15. EMARKETING SERVICES

15.1 If required, ANTiT shall supply data processing services and software (Emarketing Services) for use by the Customer incorporating:

15.1.1 the provision of software to manipulate the personal data collected from Subscribers;

15.1.2 the provision of facilities to send emails to Subscribers, who have expressly given consent to the Customer to send them such emails;

15.1.3 the provision of facilities to export personal data collected from Subscribers together with such other services as agreed between ANTiT and the Customer from time to time.

15.2 Prices for Emarketing Services shall be based on the number of Subscribers. In all cases, ANTiT permits the Customer to send an unlimited number of email messages to the Subscribers in any given month. This unlimited allowance is subject to a policy of reasonable use, permitting delivery of up to ten times the volume of the number of Subscribers. In order to ensure that Emarketing Services operate in an efficient manner, the total Kilobyte data transfer of each message must not exceed 300kb.

15.3 The Customer is the data controller in respect of any personal data collected from Subscribers that ANTiT processes in the course of providing Emarketing Services. The personal data collected from Subscribers is derived from data provided by the Customer and is not checked or monitored by ANTiT. Accordingly, ANTiT has no liability or responsibility whatsoever howsoever arising directly or indirectly to the Customer for the accuracy, contents or use of such personal data collected from Subscribers under this Clause 15.3.

15.4 ANTiT does not warrant that Emarketing Services will be uninterrupted, error or virus free or that the delivery of emails will be fulfilled without delay. ANTiT will use reasonable endeavours to maintain an uninterrupted service during office working hours (0900 to 1800 UK time, Monday to Friday excluding statutory holidays in England and Wales).

15.5 Whilst ANTiT will use reasonable endeavours to do so, ANTiT cannot guarantee the delivery of emails to any Subscriber under Emarketing Services. Delivery of emails to Subscribers is dependent upon accurate and up-to-date email addresses, upon suitable internet availability and connectivity, upon various anti spam and junk mail policies adopted by recipient email service providers as well as restrictions regarding the content, wording and graphics of an email.

15.6 ANTiT will use reasonable endeavours to assist the Customer with methods to maximise the delivery rate of emails to Subscribers. However, ANTiT makes no representations or warranties whatsoever in respect of the speed or number of emails sent that will be delivered to Subscribers. ANTiT accepts no responsibility or liability to the Customer for any direct or indirect loss or damage that may arise under this Clause 15.6.

15.7 ANTiT warrants that ANTiT will not disclose any personal data collected from Subscribers to any business, organisation or individual without the Customer's prior written consent, unless required by law.

15.8 The Customer shall not:

15.8.1 use Emarketing Services in any way so as to bring ANTiT or Emarketing Services into disrepute;

15.8.2 use Emarketing Services to send unsolicited or unauthorised advertising, promotional material, unsolicited bulk email (also known as "junk mail"), "spam", "chain letters" or pyramid schemes including but not limited to illegal goods or services, escort services, pharmaceutical products, nutritional supplements, herbal supplements or vitamin supplements, work from home, Internet lead generation, make money online opportunities and any similar activities, online trading, day trading tips, or stock market related content, gambling services, products or gambling education, multi-level marketing, affiliate marketers, credit repair, get-out-of-debt content, mortgages and / or loans unless permitted to do so by the relevant Compliance Authority, content containing pornography or nudity, adult novelty items or references in content, list brokers or list rental services, marketing or sending of commercial email without proper consent, purchase of foreign property or shares in foreign hotels, carbon trading, foreign exchange trading, dating services, payday loans, or any other form of solicitation to any Subscriber or third party;

15.8.3 make forgeries of headers or otherwise manipulate identifiers in order to disguise the origin of any content or materials transmitted through Emarketing Services;

15.8.4 use Emarketing Services in a manner which is:

  • unlawful, harmful, threatening, abusive, harassing, tortious, indecent, defamatory, obscene, libellous, menacing or invasive of another person's privacy, hateful or racially, ethnically or otherwise objectionable, or harmful to minors in any way;
  • in breach of any third party right under any law or under a contractual or fiduciary relationship;
  • an infringement of any Intellectual Property Rights, proprietary or personal rights of any third party, including Subscribers;;
  • containing software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • intentionally or unintentionally a violation of any applicable law and / or regulation having the force of law;
  • data which contravenes the United Kingdom Data Protection Legislation in any way;

15.8.5 misuse Emarketing Services by introducing viruses, worms or other material which is technologically harmful;

15.8.6 attempt to gain unauthorised access to Emarketing Services, the Server on which Emarketing Services are stored or any other server, computer or database connected to Mortgage Pro and other websites owned and operated by ANTiT; or

15.8.7 attack Emarketing Services via a denial-of-service attack or a distributed or malicious denial-of service attack.

15.9 ANTiT monitors the content of emails created by the Customer and may, at ANTiT's discretion, immediately and without notice to the Customer suspend Emarketing Services if, in ANTiT's reasonable opinion, ANTiT considers that the Customer is in breach of any aspect of this Clause 15 and no refund of the Charges to the Customer will be made. ANTiT accepts no responsibility or liability to the Customer for any direct or indirect loss or damage that may arise under this Clause 15.9.

15.10 For avoidance of doubt, it is an express condition of these Terms of Business that the Customer will not use Emarketing Services to send email communications advertising or promoting email lists or services supporting unsolicited bulk email. Any Customer who uses Emarketing Services to promote or advertise email lists or services supporting unsolicited bulk email will have Emarketing Services withdrawn without notice and with immediate effect and no refund will be made of Charges or other payments to ANTiT. Unsolicited bulk email support services may include but are not limited to:

15.10.1 services providing service to known spam operations listed on Register of Known Spam Operations (ROKSO);

15.10.2 services providing 'bullet-proof hosting' for spam service purposes, services obfuscating or anonymising spam senders;

15.10.3 services selling or providing hosting for the sales or distribution of spamware or address lists; and

15.10.4 networks knowingly hosting spammers as either stated or de facto policy.

ANTiT accepts no responsibility or liability to the Customer for any direct or indirect loss or damage that may arise under this Clause 15.10.

15.11 ANTiT believes that email marketing should be built upon a foundation of good practice and permission and that the recipient must be given the means to control the frequency which businesses communicate with them as well as must be given clear and unambiguous means to unsubscribe from further emails. It is therefore a condition of the provision of Emarketing Services that the Customer agrees to follow the Committee of Advertising Practice (CAP) Code in all marketing communications and that the reputation, goodwill and brand of ANTiT, Mortgage Pro and other websites owned and operated by ANTiT are fully preserved and protected.

15.12 The general principles of the CAP code are that the content of any marketing email should be legal, decent, honest, truthful, prepared with a sense of responsibility to consumers and society and in line with the principles of fair competition. The CAP Code governs all marketing communications in the UK and is enforced by the Advertising Standards authority Full details can be found at www.cap.org.uk.

15.13 The Customer agrees:

15.13.1 to comply, and to ensure that the Customer's use of Emarketing Services complies in all respects with all applicable legislation, regulations, directions, codes of practice, best practice guides (including, without limitation, the Direct Marketing Association (UK) Ltd's best practice guides, the CAP Code, the Spamhaus best practice guides) and other rules and guidelines, mandatory or otherwise, put into effect from time to time by governments, regulators and / or email user groups acknowledged both in the UK and worldwide;

15.13.2 that where ANTiT is notified that a Customer is or has been in breach of any matter covered by any of the categories as outlined in Clause 15.13.1, ANTiT shall be entitled to immediately and without notice to the Customer act on any request or recommendation for access by the Customer to be barred from Emarketing Services and for such time in each case as is reasonable. ANTiT accepts no responsibility or liability to the Customer for any direct or indirect loss or damage that may arise under this Clause 15.13;

15.13.3 to provide all reasonable assistance to ANTiT to comply with any requirements or conditions which are at any time imposed by law or any regulator or appropriate user group which are applicable to or affect Emarketing Services; and

15.13.4 to provide ANTiT, any relevant authority, user group or regulator with such information or material relating to Emarketing Services as may reasonably be requested in order to carry out any investigation in connection with Emarketing Services.

15.14 In the event of a breach by the Customer of applicable legislation, regulations, directions, codes of practice, best practice guides, any matter covered by any of the categories as outlined in Clause 15.13.1, and other rules and guidelines, ANTiT shall review the circumstances leading to the breach and may in its absolute discretion (taking account of the Customer's track record of using Emarketing Services) either terminate the provision of Emarketing Services or reactivate Emarketing Services subject to the Customer providing documentary evidence that the breach was caused inadvertently and while acting in good faith and that appropriate steps have been taken to prevent any further recurrences. ANTiT accepts no responsibility or liability to the Customer for any direct or indirect loss or damage that may arise under this Clause 15.14.

15.15 The Customer will keep the password and other access details for use with Emarketing Services confidential and restricted to those members of staff who need to know such details, and shall ensure all such staff are aware of the confidential nature of such information and treat it accordingly. The Customer shall notify ANTiT immediately if the Customer believes that such information is no longer secret. The Customer is solely responsible for all activities that occur under the Customer's password or account. The Customer shall not permit any person to access Emarketing Services for any unauthorised purpose that would constitute a breach of these Terms of Business if such a breach was carried out by the Customer.

15.16 ANTiT does not accept and shall have no responsibility or liability whatsoever howsoever arising, directly or indirectly to the Customer, for the content of any emails sent using Emarketing Services or for sending them to Subscribers in accordance with these Terms of Business.

15.17 Without prejudice to ANTiT's other rights in these Terms of Business, ANTiT reserves the right to immediately remove any item included in any emails forming part of Emarketing Services or any other item or material made available via Emarketing Services by the Customer at any time and without notice, where the content is, in ANTiT's reasonable opinion, a breach of these Terms of Business. ANTiT accepts no responsibility or liability to the Customer for any direct or indirect loss or damage that may arise under this Clause 15.17.

16. SEARCH ENGINES & SEO

16.1 ANTiT offers a comprehensive Search Engine Optimisation (SEO) service comprising four separate stages. Charges apply to each stage of this service. Each stage is offered as a stand- alone service. The Customer is therefore under no obligation at any time to purchase all of the stages or a combination of some of the stages.

16.2 Where specified in the Contract or Order, ANTiT shall provide a Search Engine Optimisation service which shall entail ANTiT using its reasonable endeavours to improve the ranking of the Customer Website in response to a search engine search, only in relation to the search engines "Google", "Yahoo" and "MSN".

16.3 All relevant Customer Website pages include "meta tags" to assist with search engine indexing. These pages will be tailored by ANTiT to reflect the name, location and key features of the Customer's business activities. Once completed, the Customer Website will initially be submitted to those search engines which provide free listings as specified in 16.2.

16.4 Whilst ANTiT will use reasonable endeavours to improve the position of the Customer Website in the nominated search engine results in response to a search request, ANTiT does not warrant that this effort is in any way guaranteed.

16.5 ANTiT shall have no liability to the Customer for any changes to the position of the Customer Website in the nominated search engine results in response to a search.

 

17. COMPLIANCE

17.1 ANTiT makes every effort to update, as and when necessary, those areas of Customer Websites which require modification and changes to satisfy the requirements of the relevant Compliance Authority. Such changes will usually be required as a result of new legislation, Financial Conduct Authority rule changes, and the effects of the annual government budget.

17.2 Where the Customer's business requires that the Customer Website must be approved by the relevant Compliance Authority, the Customer Website will not be made accessible in the public domain until the Customer or the relevant Compliance Authority has approved the Customer Website and the Customer has instructed ANTiT to make the Customer Website "live". Amendments required to satisfy the relevant Compliance Authority will be made at no additional cost to the Customer.

17.3 It is important to note that ANTiT is not authorised to confirm that the Customer Content / Data will satisfy the relevant Compliance Authority, and the responsibility for satisfying the requirements of the relevant Compliance Authority will always lie with the Customer. The Customer is responsible at all times for ensuring that the Customer Website and any changes to the Customer Website satisfy the requirements of the relevant Compliance Authority. The Customer is responsible for keeping a copy of the Customer Website and details of all changes to the Customer Website for compliance purposes. ANTiT will ordinarily retain only a copy of the most current version of the Customer Website.

18. CUSTOMER WARRANTIES

18.1 The Customer warrants that:

18.1.1 the Customer has the right to include, and permit ANTiT to include, the Information and the Customer Content / Data on the Customer Website, or has obtained the rights from third parties to do so;

18.1.2 the Customer will not supply ANTiT with, nor upload to the Customer Website, post, email, or otherwise transmit (or allow to be transmitted) by the Customer Website (or request that ANTiT carries out any such upload, posting, email or transmission on the Customer's behalf), of any Information or Customer Content / Data that is:

  • unlawful, harmful, threatening, abusive, harassing, tortious, indecent, defamatory, obscene, libellous, menacing or invasive of another person's privacy, hateful or racially, ethnically or otherwise objectionable, or harmful to minors in any way;
  • in breach of any third party right under any law or under a contractual or fiduciary relationship;
  • an infringement of any Intellectual Property Rights;
  • unsolicited or unauthorised advertising, promotional material, unsolicited bulk email (also known as "junk mail"), "spam", "chain letters", "pyramid schemes", or any other form of solicitation;
  • containing software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • intentionally or unintentionally a violation of any applicable law and / or regulation having the force of law;
  • data which contravenes the United Kingdom Data Protection Legislation in any way;

18.1.3 the Customer will not:

  • misuse Mortgage Pro and other websites owned and operated by ANTiT by introducing viruses, worms or other material which is technologically harmful;
  • attempt to gain unauthorised access to Mortgage Pro and other websites owned and operated by ANTiT, the Server on which Mortgage Pro and other websites owned and operated by ANTiT are stored or any other server, computer or database connected to Mortgage Pro and other websites owned and operated by ANTiT; or
  • attack Mortgage Pro and other websites owned and operated by ANTiT via a denial-of-service attack or a distributed or malicious denial-of service attack.

18.1.4 the Customer will comply with the Data Protection Act 1998.

18.2 The Customer accepts that ANTiT is under no obligation to monitor or approve the Information and the Customer Content / Data and accepts that ANTiT excludes all liability of any kind for all material comprising the Information and the Customer Content / Data.

18.3 ANTiT warrants that:

18.3.1 ANTiT shall perform the Services with reasonable skill and care in accordance with the standards generally observed in the industry for similar services; and

18.3.2 ANTiT will comply with the Data Protection Act 1998.

19. INTELLECTUAL PROPERTY AND LICENCE

19.1 In respect of the Customer Website Themes, all right, title and interest in and to the Intellectual Property Rights in the Standard Content and the design contained within the Customer Website Theme, the text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets) shall vest exclusively in ANTiT. All rights are reserved. None of this material may be reproduced or redistributed without ANTiT's written permission.

19.2 As such, and subject to the agreement between the Customer and ANTiT in respect of Clause 19.4 below, ANTiT shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works, and distribute such material unless specifically agreed otherwise. In addition, ANTiT shall be free to use any ideas, concepts, know how or techniques acquired in the construction of websites for any purpose whatsoever included but not limited to developing, manufacturing and marketing products and any other items incorporating such information unless specifically agreed otherwise.

19.3 Nothing in this Contract grants to the Customer any rights to sell or market the Customer Website Theme or Specification to any third party.

19.4 All right, title and interest in and to the Intellectual Property Rights in the Customer Content / Data which is provided for publication on the Customer Website either by the Customer or any other third party (excluding ANTiT) commissioned by the Customer, together with all User Generated Content and information regarding Users shall vest exclusively in the Customer

19.5 In respect of the Customer Website Design Services, all right, title and interest in and to the Intellectual Property Rights in the Customer Content / Data and the design contained within the scope of the Customer Website Design Services, the text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets) shall vest exclusively in the Customer, with the express exception, if applicable, of the Standard Content which shall vest exclusively in ANTiT, subject to the stipulations of early Contract termination outlined in Clause 27 below.

20. INDEMNITY

20.1 The Customer shall indemnify ANTiT against any loss, damage, cost or expense (including reasonable solicitors' fees and expenses) which ANTiT may suffer or incur as a result of:

20.1.1 any claim by any third party that the Customer's Information or Content infringes the Intellectual Property Right of a third party or is fraudulent, offensive, abusive, defamatory, obscene or menacing or causes annoyance, inconvenience or constitutes unsolicited advertising or promotional material;

20.1.2 work done in accordance with the Customer's instructions in hosting of the Customer Website on the Server involving the infringement of any Intellectual Property Right (including but not limited to framing or linking to third parties' web sites);

20.1.3 any claim by a third party arising from the Customer's breach of the warranties under Clause 18.1 above;

20.1.4 any claim by a third party suffering subsequent faults and damages caused to hardware, software programs, or such damages as loss of production and earnings, due to materials supplied by the Customer for use by ANTiT.

20.2 ANTiT shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Contract, the Order, the Server, the connectivity to the Internet, the hosting, the Customer Website, the Specification, the Software, their use, application, support or otherwise, except to the extent which it is unlawful to exclude such liability.

20.3 The Customer shall indemnify ANTiT against any loss, damage, cost or expense (including reasonable solicitors' fees and expenses) which ANTiT may suffer arising from any act, omission, neglect or default, of the Customer, its agents, or employees, or arising from or in connection with a breach of the Customer's obligations, representations and warranties in respect of Customer Content / Data or Information provided by the Customer in connection with the Customer Website, Order, Specification, Product(s) and / or Service(s) as provided in this Agreement.

20.4 It is the responsibility of the Customer to be familiar with the relevant data protection and privacy laws and recognise that ANTiT has no control or influence over email content processed by Internet Service Providers. The Customer shall hold ANTiT harmless from and indemnify ANTiT against any claims by any party relating thereto.

21. LIMITATON OF LIABILITY

21.1 ANTiT's total liability to the Customer in respect of the warranty provided under clause 18.3 in contract, tort (including but not limited to negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to the Customer's reputation or depletion of goodwill or otherwise), arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount paid by the Customer pursuant to the Customer Website, Product(s), Service(s) or Order as outlined in the relevant Contract, or a refund of the relevant Contract price.

21.2 ANTiT shall not be liable to the Customer for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to the Customer's reputation or depletion of goodwill or otherwise), in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Customer Website, Product(s), Service(s) or Order as outlined in the relevant Contract.

21.3 ANTiT shall not be liable for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to the Customer's reputation or depletion of goodwill or otherwise) resulting from its failure or delay in performing ANTiT's obligations pursuant to the Customer Website, Product(s), Service(s) or Order to the extent that such failure or delay arises from circumstances beyond ANTiT's control. Neither party intends that any of these Terms of Business will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

21.4 ANTiT provides the Customer Website to the Customer on an "as is" and "as available" basis and ANTiT does not warrant that the Customer or any of the Customer's users will be able to access the Customer Website at all times or that the Customer Website will be absolutely secure, uninterrupted or free from infection and viruses. ANTiT will not be responsible for the Customer's failure to provide the Customer's services on the Customer Website, or for errors which relate to the provision of the Customer's services on the Customer's Website, or for technical problems that may hinder the efficacy of the Customer Website.

21.5 ANTiT uses reasonable endeavours to ensure that the data on the Customer Websites is accurate and to correct any errors or omissions as soon as practicable after being notified of such errors or omissions. ANTiT does not monitor, verify or endorse information submitted by third parties for posting on the Customer Website and the Customer acknowledges that such information may be inaccurate, incomplete or out of date.

21.6 To the extent permitted by applicable law, ANTiT disclaims all warranties and representations (whether express or implied) as to the accuracy of any information contained on the Customer Website. ANTiT does not guarantee that the Customer Website will be fault free and ANTiT will not accept liability for any errors or omissions.

21.7 In no circumstances whatsoever shall ANTiT be liable for economic, indirect or consequential loss arising from delays or service interruptions to the Customer Website or any Product(s) or Service(s) supplied by ANTiT to the Customer. Due to the nature of electronic transmission of data over the internet, and the number of users by whom data is posted on to the Customer Website, any liability which ANTiT may have for any losses or claims arising from an inability to access the Customer Website, or from any use of the Customer Websites or reliance on the data transmitted using the Customer Website, is excluded to the fullest extent permissible by law.

21.8 ANTiT shall not be responsible for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to the Customer's reputation or depletion of goodwill or otherwise), occasioned by computer viruses, whether introduced by ANTiT's software or otherwise.

21.9 ANTiT shall not be responsible for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to the Customer's reputation or depletion of goodwill or otherwise) occasioned by unforeseen hardware problems which could affect continuity of service.

21.10 ANTiT shall not be held liable for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to the Customer's reputation or depletion of goodwill or otherwise) or damage caused by the use, misuse, unavailability or removal of Products and / or Services.

21.11 ANTiT shall not be liable in the event that a Domain Name has been already registered by some other person at the time when ANTiT seeks registration of a Domain Name on behalf of a Customer, in which event (if applicable) ANTiT will make a full refund to the Customer without any other liability on the part of ANTiT for loss by the Customer. If ANTiT is unable to register a Domain Name selected by the Customer, ANTiT will seek to secure an alternative Domain Name of the Customer's choosing.

21.12 ANTiT does not guarantee that ANTiT will be able to secure IP addresses, IP ranges or Domain Name(s) on behalf of the Customer and acceptance by ANTiT of the Customer's Order shall not give rise to any such warranty in respect of the details appearing on the Order.

ANTiT is not notified whether or not attempts to secure IP addresses, IP ranges or Domain Name(s) have been successful and it is the Customer's responsibility to establish whether or not the IP addresses, IP ranges or Domain Name(s) have been successfully secured. ANTiT gives no warranty that, once secured, the Customer will be permitted to retain such IP addresses, IP ranges or Domain Name(s).

21.13 The Customer should not take any step or act based on the Customer's ownership of the Domain Name(s) until the Customer has received legal confirmation from the relevant Internet Registration Authority that the Customer is the registered owner of the Domain Name.

21.14 ANTiT provides no assurances as to the online ranking, positioning and prominence of Customer Websites within an individual search engine or directory or any such third party websites.

21.15 ANTiT uses all reasonable skill and care in the operation of Mortgage Pro and any other websites owned and operated by ANTiT and in providing the Products and Services presented therein.

However, ANTiT makes no representation and excludes any warranty, express or implied, as to the availability, quality, accuracy, timeliness, completeness, performance or fitness for purpose of Mortgage Pro, its Products and Services and any other websites owned and operated by ANTiT and their Products and Services.

21.16 The Customer may obtain products, goods or services from third party organisations following the Customer's use of Mortgage Pro and any other websites owned and operated by ANTiT. ANTiT does not accept any liability for any such products, goods or services, which are provided by third party organisations over which ANTiT has no control. It is the responsibility of the Customer to be satisfied that the Customer wishes to purchase the services provided by the third party organisation before contracting with and agreeing to the terms and conditions of the third party organisation.

21.17 Except in the event of death or personal injury caused by ANTiT's negligent acts or omissions, ANTiT shall not be liable in any way for any damages arising in contract, tort or otherwise in respect of loss or damage arising out of or in connection with the Customer Website, Product(s), Service(s) or Order as outlined in the relevant Contract or the operation or use by the Customer of the Customer Website, Product(s), Service(s) or Order as outlined in the relevant Contract.

21.18 In no event will ANTiT be liable for any direct, indirect or consequential damages in contract or tort, (including but not limited to negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to the Customer's reputation or depletion of goodwill or otherwise), arising in connection with claims made by third parties.

21.19 Neither party shall be liable for any failure in the performance of any of its obligations under the Contract caused by factors beyond either party's reasonable control.

21.20 Nothing in these Terms of Business excludes or limits the liability of ANTiT for fraudulent misrepresentation or for any death or personal injury caused by ANTiT's negligence.

22. CONFIDENTIALITY

22.1 Both ANTiT and the Customer agree and undertake that both parties will hold in complete confidence any Confidential Information disclosed to the other party, and will not disclose any Confidential Information in whole or in part at any time to any third party, nor use Confidential Information for any purpose other than the performance of that party's obligations under the Contract.

22.2 This provision shall survive the termination of the Contract for any reason for a period of 2 years commencing immediately on the date of such termination.

22.3 The obligations set out in this Clause 22 shall not apply to any Confidential Information which:

22.3.1 at or prior to the time of disclosure was known to the receiving party as evidenced in writing, except to the extent that such information was unlawfully appropriated;

22.3.2 at or after the time of disclosure becomes generally available to the public other than through any act or omission on the part of the receiving party;

22.3.3 is received from a third party free to make such disclosure without breaching any legal obligation;

22.3.4 is independently developed by the receiving party; or

22.3.5 is required to be disclosed by law, court order or request by any government or regulatory authority.

23. PRIVACY

23.1 ANTiT is committed to protecting the Customer's privacy. To this end, ANTiT conforms to the requirements of the Data Protection Act 1998.

23.2 When Customers or any other users submit sensitive information via Mortgage Pro or other websites owned and operated by ANTiT, the information is protected both online and off-line.

In order to prevent unauthorised access or disclosure, ANTiT operates suitable physical, electronic and managerial procedures in the storage and disclosure of information to safeguard and secure the information collected online.

23.3 Sensitive Customer information (such as credit card or bank account details) is encrypted using SSL encryption software.

23.4 ANTiT may collect information from Customers including names, contact information including email addresses, postal addresses and other information relevant to customer surveys and / or offers including Customer preferences and interests.

23.5 If a Customer's personally identifiable information changes (such as postcode), or if a user no longer requires service from ANTiT, ANTiT will endeavour to correct, update or remove that user's personal data provided to ANTiT.

23.6 From time to time, ANTiT may request information from Customers via surveys or contests. Participation in these surveys or contests is completely voluntary and the Customer has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of Mortgage Pro or other websites owned and operated by ANTiT.

23.7 ANTiT requires this information for internal record keeping and to understand Customer needs and requirements in order to enhance ANTiT's service to Customers.

23.8 From time to time, ANTiT may send promotional emails using the email address provided by the Customer about new products, special offers or other information, which ANTiT considers may be relevant to the Customer.

23.9 From time to time, ANTiT may use the information provided by Customers to contact Customers for market research purposes. ANTiT may contact the Customer by email, phone, fax or mail. ANTiT may use the information to customise Mortgage Pro or other websites owned and operated by ANTiT according to the Customer's interests.

23.10 ANTiT will not sell, trade, rent or distribute the names or e-mail addresses of Customers to any third party.

23.11 All links to external websites made available are provided as a convenience to Customers. ANTiT does not have control, exercises no responsibility and makes no representations regarding the accuracy or any other aspect of the content/information found or used on visiting any third party website. The provision of a link to a third party website should not be considered as an express or an implied endorsement of any content or information, products or services that may be available to the Customer or through the third party.

23.12 Where links are provided to external websites, the Customer should be noted that these links are not and cannot be governed by ANTiT's Privacy Policy. ANTiT cannot guarantee the Customer's privacy when accessing external websites through any link provided on Mortgage Pro or other websites owned and operated by ANTiT.

23.13 If ANTiT decides to change its Privacy Policy, ANTiT will post those changes within these Terms of Business in order that the Customer is always aware of the information which ANTiT collects and how ANTiT uses the information.

23.14 If at any point ANTiT decides to use personally identifiable information in a manner different from that stated at the time it was collected, ANTiT will notify the Customer by way of an email. The Customer will have a choice whether or not ANTiT uses the Customer's information in this different manner. ANTiT will use information in accordance with the Privacy Policy under which the information was collected.

23.15 If the Customer registers as a user of Mortgage Pro or other websites owned and operated by ANTiT, the Customer will be asked to provide some basic information. It is important to note that registration is not required for all sections of Mortgage Pro or other websites owned and operated by ANTiT.

23.16 ANTiT has put in place technological and operational security systems which provide protection against the loss or misuse of personally identifiable information.

23.17 Any questions relating to the security of Mortgage Pro or other websites owned and operated by ANTiT should be sent to info@antit.net.

24. COOKIES

24.1 Mortgage Pro and other websites owned and operated by ANTiT use cookies. A cookie is a small text file written to the Customer's hard drive which contains information about the Customer. The purpose of cookies is to personalise the Customer's experience in using Mortgage Pro and other websites owned and operated by ANTiT. Cookies do not contain any personal information about the Customer.

24.2 Mortgage Pro and other websites owned and operated by ANTiT use session cookies and permanent cookies. Session cookies are stored only for the duration of the Customer's visit to Mortgage Pro and other websites owned and operated by ANTiT, and are removed when the browser window is closed. Permanent cookies are stored for a period of time and are used to identify the Customer when the Customer returns to Mortgage Pro and other websites owned and operated by ANTiT.

24.3 Mortgage Pro and other websites owned and operated by ANTiT use First-party cookies and Third-party cookies. First-party cookies are cookies that are associated specifically with Mortgage Pro and other websites owned and operated by ANTiT. Third-party cookies are cookies from any other website domain.

24.4 The Customer may refuse the use of cookies by selecting the appropriate settings on the Customer's internet browser. However, the Customer should be aware that, in doing so, the Customer may not be able to use the full functionality of Mortgage Pro and other websites owned and operated by ANTiT.

24.5 Certain Products or Services delivered via Mortgage Pro and other websites owned and operated by ANTiT, such as video or embedded content from third party organisations may also place cookies on the Customer's computer.

24.6 If the Customer registers or logs in to Mortgage Pro and other websites owned and operated by ANTiT, the Customer is deemed to have accepted these Terms of Business and to have consented to the placing of cookies by Mortgage Pro and other websites owned and operated by ANTiT on the Customer's computer.

24.7 Mortgage Pro and other websites owned and operated by ANTiT use Google Analytics, a web analytics service provided by Google, Inc. Google Analytics uses cookies to help Mortgage Pro and other websites owned and operated by ANTiT analyse how the Customer uses Mortgage Pro and other websites owned and operated by ANTiT. The information generated by the cookie about the Customer's use of Mortgage Pro and other websites owned and operated by ANTiT (including the Customer's IP address) will be transmitted to and stored by Google on servers in the United States. Google will use this information for the purpose of evaluating the Customer's use of Mortgage Pro and other websites owned and operated by ANTiT, compiling reports on website activity for website operators and providing other services relating to website activity and internet usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google's behalf. Google will not associate the Customer's IP address with any other data held by Google. By using Mortgage Pro and other websites owned and operated by ANTiT, the Customer consents to the processing of data about you by Google in the manner and for the purposes set out above.

25. COPYRIGHT

25.1 The designs and content of the Customer Website Themes, including all text, phrases, sentences, paragraphs, chapters and images, unless provided by the Customer or by a third party, and the design and development of bespoke software is the property of, and copyright to ANTiT.

25.2 Should any part of Customer Website Theme be copied, reproduced or uploaded for personal or business use in part or in whole, ANTiT reserves the right to demand removal of the offending material, and to apply by way of invoice a monthly licence fee for a period of 12 months minimum, or monthly fees from the first identifiable date of ANTiT's material existing on the web without permission or licence, up to the end of the month in which the infringement is discovered, whichever is the greater. If necessary, a copyright infringement action will be issued.

25.3 Any modifications to Customer Website Themes, textual or graphics, will be arranged on request, and in some circumstances may be chargeable. ANTiT does not grant access to external parties to its Customer Websites. Any work commissioned from third party suppliers by the Customer for use within the Customer's Website must be submitted to ANTiT for approval and submission to the Customer's Compliance Authority prior to uploading to the web.

25.4 If the Customer supplies ANTiT with text, photography, artwork, files, leaflets, brochures, information or material of any kind, ANTiT will not at any time be responsible whatsoever in regard to copyright, errors or omissions, faults or subsequent damages, including the submission to ANTiT by the Customer of software, discs or electronic transfers for publishing on the web.

25.5 If the Customer ceases to use the services of ANTiT, the Customer may not use any part of the Customer Website (except that provided by the Customer or by a third party) on any other website. The content and functionality of each of the Customer Website Themes has been developed and distributed via licence by ANTiT. It is illegal to reproduce or use any of ANTiT's material and functionality, in part or in whole, for use without the express written permission of ANTiT.

25.6 Software copyright and versions of software developed specifically for Customers are covered in ANTiT's Software Development Contract which is outside the scope of these Terms of Business.

26. THIRD PARTY CONTENT

26.1 The Customer Website may contain information, content and links to services supplied by the Customer or provided by third parties. ANTiT accepts no liability for any damages or losses incurred by the Customer or the Customer's clients from the use or non-availability of such content.

27. TERM AND TERMINATION

Customer Website Themes

27.1 Upon submitting the Order, the Customer agrees to a minimum Contract term of 12 months in respect of the Customer Website Themes, commencing from the date of the Order.

27.2 Upon completion of a period of 12 months, the Contract term will change to a rolling, monthly Contract, with a notice period of 30 days.

27.3 ANTiT may cancel the Contract for any reason by providing 30 days' notice in writing, or, where the reason is that of non payment, with 5 days' notice.

27.4 Cancellation by the Customer of the Customer's Standing Order for any reason other than termination of contract with ANTiT will incur a penalty equivalent to £50.00 reinstatement fee and 4% above base rate per week on outstanding balances.

27.5 In circumstances where payment for Product(s) or Service(s) has not been received on more than one occasion in the previous 6 months, ANTiT reserves the right to cancel the Contract immediately, or request payment to a value of 6 months in advance plus any arrears owing.

27.6 ANTiT reserves the right to cease or suspend, without prior notice, all Services or remove the Customer Website from the web in the event of a dispute or delay in the receipt of Standing Order payments or in the event of a dispute or delay in respect of an agreed payment arrangement.

27.7 Upon termination of the Contract, the Customer shall cease immediately to be entitled to use the Customer Website Theme.

Customer Website Design Services, including software development and back-end administration systems

27.8 On receipt of the Customer's Order and a non-refundable deposit of 50% of the value shown on the Order attributable to the Customer Website Design Services, the Contract is deemed to have commenced.

27.9 Any subsequent cancellation by the Customer would result in the 50% deposit being retained by ANTiT, and Title to the Product(s) and / or Service(s) supplied under the Order would be retained by ANTiT.

27.10 If, on receipt by ANTiT of a notice of cancellation, it is deemed that in excess of 50% of the Order has been completed, the Customer agrees to pay ANTiT the difference in cost between the deposit and the work completed up until the date of the notice of cancellation.

27.11 Upon termination of the Contract, the Customer shall cease immediately to be entitled to use the Customer Website Design Services unless or until the Customer has paid to ANTiT all outstanding Charges up to the date of termination together with any sums due in respect of the Ongoing Services.

Notice

27.12 Notice is required in writing for the cancellation of Products and Services. Failure or delay by ANTiT in enforcing any term of the Contract shall not be construed as a waiver of any of its rights under it.

27.13 Either party may terminate the Contract, in whole or in part, by written notice if the other is in Default under this Contract and fails to remedy such Default (if capable of remedy) within 30 days of a written notice to do so.

27.14 Either party may terminate this Contract immediately and without notice if:

27.14.1 the other enters into a composition with its creditors;

27.14.2 an order is made for the winding up of the other;

27.14.3 an effective resolution is passed for the winding up of the other (other than for the purpose of amalgamation or reconstruction on terms approved by the first party (such approval not to be unreasonably withheld)); or

27.14.4 the other has a receiver, manager, administrative receiver or administrator appointed in respect of it.

Termination of the Contract shall be without prejudice to any other rights or remedies of either party.

The terms of Clauses 19 (Intellectual Property & Licence), Clause 20 (Indemnity), and Clause 22 (Confidentiality) shall survive the termination (howsoever arising) of the Contract.

28. ASSIGNMENT AND SUB-CONTRACTING

28.1 None of the rights or obligations of the Customer under the Contract may be assigned or transferred in whole or in part without the prior written consent of ANTiT.

28.2 The Customer Website shall be for the sole use of the Customer and shall not be capable of assignment to a third party by the Customer.

28.3 ANTiT shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of, or giving notice to, the Customer.

29. NOTICES

29.1 Any notice or other communication to be given under these Terms of Business must be in writing and may be delivered or sent by prepaid first class letter post or facsimile transmission.

29.2 Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting, and if sent by facsimile transmission, at the time of transmission.

29.3 If ANTiT decides to change its Privacy Policy, ANTiT will post those changes within these Terms of Business in order that the Customer is always aware of the information which ANTiT collects and how ANTiT uses the information.

29.4 If at any point ANTiT decides to use personally identifiable information in a manner different from that stated at the time it was collected, ANTiT will notify the Customer by way of an email. The Customer will have a choice whether or not ANTiT uses the Customer's information in this different manner. ANTiT will use information in accordance with the Privacy Policy under which the information was collected.

29.5 If the Customer registers as a user of Mortgage Pro or other websites owned and operated by ANTiT, the Customer will be asked to provide some basic information. It is important to note that registration is not required for all sections of Mortgage Pro or other websites owned and operated by ANTiT.

29.6 ANTiT has put in place technological and operational security systems which provide protection against the loss or misuse of personally identifiable information.

30. INVALIDITY

30.1 The invalidity, illegality or unenforceability of any provision of these Terms of Business should in no way affect the other Terms.

31. THIRD PARTY RIGHTS

31.1 A person who is not party to the Contract of these Terms of Business shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these Terms of Business. This Clause 31 does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

32. GOVERNING LAW

32.1 These Terms of Business and the Contract shall be governed and interpreted in all respects in accordance with English law.

32.2 The parties irrevocably agree that the courts of England shall (subject to Clause 32.3 below) have exclusive jurisdiction to settle any dispute, which may arise out of, under, or in connection with these Terms of Business.

32.3 ANTiT shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of the Customer's residence or, where these Terms of Business are entered into in the course of the Customer's trade or profession, the country of the Customer's principal place of business.

 

Terms of Business last updated: 1 May 2014

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