Business First Terms and Conditions

 
  Terms and Conditions applied for services prior to 1/10/2005  
     
1 DEFINITION
 
2 GENERAL  
3 FEES AND PAYMENT  
4 CLIENT’S OBLIGATIONS  
5 ALTERATIONS TO THE SERVICE SPECIFICATION  
6 REGISTRATION OF DOMAIN NAME  
7 RENEWAL OF DOMAIN REGISTRATION  
8 TRANSFER IN AND OUT OF A DOMAIN NAME  
9 SERVICES  
10 bShop  
11 flexiSites  
12 RankBuilder SERVICES  
13 WebClinic  
14 WARRANTY  
15 INDEMNIFICATION  
16 LIMITATION OF LIABILITY  
17 TERMINATION  
18 CONTINUATION OF AGREEMENT  
19 INTELLECTUAL PROPERTY RIGHTS  
20 FORCE MAJEURE  
21 DATA PROTECTION  
22 INDEPENDENT CONTRACTORS  
23 ASSIGNMENT  
24 SEVERABILITY  
25 WAIVER  
26 NOTICES  
27 ENTIRE AGREEMENT  
28 NO THIRD PARTIES  
29 GOVERNING LAW AND JURISDICTION  
30 TERMS OF TELEPHONE SERVICE  
31 SUSPENSION AND CANCELATION OF SERVICES  
     
  1 DEFINITIONS  
    In this document the following words shall have the following meanings:  
    1.1 "Agreement" means these Terms and Conditions together with the terms of any applicable Service Specification. In the event of any conflict between these Terms and Conditions and any other document or communication, these Terms and Conditions shall prevail.  
    1.2 “Application" means an application for the provision of an account with Business 1st Limited and for the Service Application forms submitted by the Client to Business 1st Limited trading as Business 1st.  
    1.3 "Client" means the organisation or person who purchases services from Business 1st Limited trading as Business 1st.  
    1.4 "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;  
    1.5 "Service Specification" means a statement of work, quotation or other similar document describing the services to be provided by Business 1st Limited trading as Business 1st;  
    1.6 "Business 1st Limited or Business 1st" means supplier; Business 1st Limited trading as Business 1st, 114 St Leonardsgate, Lancaster, LA1 1NN.  
    1.7 A person who is not a party to a Contract has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any Term of these Terms and Conditions.  
    1.8 Clause headings are for ease of reference and do not form part of nor shall they affect the interpretation of these Terms and Conditions.  
    1.9 Where the context so admits or requires words denoting the singular includes the plural and vice versa and words denoting any gender include all genders.  
    1.10 References to each party include its permitted assigns and successors by operation of law.  
    1.11 “Enforceable” means these Terms and Conditions form the binding legal agreement between Business 1st Limited and the Client, as soon as the Client signs the Account Application Form and relevant service Application Form.
  
        Back to top
  2 GENERAL  
    2.1 These Terms and Conditions shall apply to all Applications for the supply of services by Business 1st Limited to the Client.  
    2.2 Before the commencement of the services Business 1st shall submit to the Client a Service Specification and, or Application, which shall specify the services to be performed and the fees payable throughout the term of the agreement. The Client shall notify Business 1st immediately if the Client does not agree with the contents of the Service Specification and Application form. All Service Specifications shall be subject to these Terms and Conditions. The signing of the Service specification or Application by the Client will form the legal contractual relationship between both parties and is enforceable in a UK court of Law(England + Wales). No cancellation or cooling off period is provided in the event where the Client has received a visit from a Business 1st representative. Cooling off periods of 7 working days are provided only for services purchased over the telephone, internet or fax and no visit from Business 1st has been necessary.  
    2.3 Business 1st shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.  
    2.4 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to these Terms and Conditions does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party's right later to enforce or to exercise it.  
    2.5 If any term of these Terms and Conditions is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from these Terms and Conditions and shall in no way affect the legality, validity or enforceability of the remaining terms.  
    2.6 These Terms and Conditions contain all the terms agreed between the parties regarding its subject matter and supersede any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to any agreement governed by these Terms and Conditions except as expressly stated in these Terms and Conditions. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into any Agreement (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in these Terms and Conditions.  
    2.7 The relationship of the parties is that of independent contractors dealing at arm's length. Except as otherwise stated in these Terms and Conditions, nothing in these Terms and Conditions shall constitute the parties as partners, joint ventures or co-owners, or constitute either party as the agent, employee or representative of the other, or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same.  
    2.8 Any valid alteration to or variation of these Terms and Conditions must be in writing and signed on behalf of each of the parties by a duly authorised officer.  
        Back to top
  3 FEES AND PAYMENT  
    3.1 The fees for the performance of the services are as set out in the Service Specification or Application form. Business 1st shall invoice the Client for the services or in cases where payment is required on order the Client will pay at the time of signing the relevant service application form.  
    3.2 Invoiced amounts shall be due and payable within 14 days of receipt of invoice. Business 1st shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of the Bank of England from time to time. In the event that the Client’s procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing such purchase order before the services are rendered.  
    3.3 All charges are exclusive of VAT and any other applicable purchase tax, import and all other duties. Any failure by the Client to pay any fees due under these Terms and Conditions on the date specified shall be deemed to be a "material breach" of these Terms and Conditions.  
    3.4 Additional payments terms are only applicable to a point where the client is not in breach of any other terms specified here. In the event where clients are in breach of any terms stated here, all additional payment terms will be voided and all outstanding balances will be demanded in full.  
    3.5 Should the Client purchase services where subscription fees are payable by direct debit or standing order, the completed direct debit or standing order form must be returned to Business 1st within 7 days. In the event of the Client failing to return a completed direct debit standing order mandate, Business 1st reserves the right to withdraw offer of monthly payment and invoice for the terms of the agreement immediately. This invoice will be payable within 7 days.  
    3.6 Clients who pay by Credit card at time of order will not be charged the 3% admin fee. All other credit card payments will be charged 3%. By providing credit card details for purchase of any of our services you are accepting all terms and conditions of sale.  
    3.7 The Client accepts that any credit card details or registered payment forms may be used to charge the Client for any fees that may be applicable during the term of the agreement if the Client fails to issue payment once an invoice has been issued. The Client acknowledges that Business 1st may do this without providing any notice.  
    3.8 The Client acknowledges that any remittance sent will be allocated to all overdue invoices first. The Client may not purchase any additional services without first providing remittance for outstanding liabilities.
  
        Back to top
  4 CLIENT’S OBLIGATIONS  
    4.1 To enable Business 1st to perform its obligations under this Agreement the Client shall:  
    4.1.a co-operate with Business 1st;  
    4.1.b provide Business 1st with any information required and requested by Business 1st;  
    4.1.c adhere to all timeframes and procedures set by Business 1st in these terms and conditions and in any correspondence from Business 1st;  
    4.1.d obtain all necessary permissions and consents which may be required before the commencement of the services; and  
    4.1.e comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.  
    4.2 The Client shall be liable to compensate Business 1st for any expenses incurred by Business 1st as a result of the Client’s failure to comply with Clause 4.1.  
    4.3 Without prejudice to any other rights to which Business 1st may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to in the Service Specification, the Client shall be required to pay to Business 1st as agreed damages and not as a penalty the full amount of any third party costs to which Business 1st has committed and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in the Service Specification, and the Client agrees this is a genuine pre-estimate of the Business 1st’s losses in such a case. For the avoidance of doubt, the Client’s failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.  
    4.4 In the event that the Client or any third party, not being a sub-contractor of Business 1st, shall omit or commit anything which prevents or delays Business 1st from undertaking or complying with any of its obligations under this Agreement, then Business 1st shall notify the Client as soon as possible and:  
    4.4.a Business 1st shall have no liability in respect of any delay to the completion of any project;  
    4.4.b if applicable, the timetable for the project will be modified accordingly;  
    4.4.c Business 1st shall notify the Client at the same time if it intends to make any claim for additional costs.  
        Back to top
  5 ALTERATIONS TO THE SERVICE SPECIFICATION  
    5.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.  
    5.2 The Client may at any time request alterations to the Service Specification by notice in writing to Business 1st. On receipt of the request for alterations Business 1st shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.  
    5.3 Where Business 1st gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise Business 1st by notice in writing whether or not it wishes the alterations to proceed.  
    5.4 Where Business 1st gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the Service Application shall be amended to reflect such alterations and thereafter Business 1st shall perform this Agreement upon the basis of such amended terms.  
    5.5 Business 1st may, at it’s sole discretion, employ a third party to perform the Service Specification and will provide the Client with written notice of the same.  
    5.5a The Client may object to assignment to the third party of the Service Specification by providing written notice to Yacub UK within [7] days of the notice from Business 1st.  
        Back to top
  6 REGISTRATION OF DOMAIN NAME  
    6.1 These terms are not applicable to domain names registered as part of any other subscription based service where only use of the domain name is granted.  
    6.2 The client agrees that all domain names carry a minimum of twenty-four months contractual bond on payment of fees, agreed by both parties.  
    6.2.a The Client agrees that all domain names are initially registered under the property of Business 1st until all domain name related fees have been paid in full for the entire term of the domain name registration period except where Clause 6.2b is applicable where domains names remain the property of Business 1st Limited.  
    6.2.b In the event where either party cancels services specified in Clause 9.1a, where use of domain names is granted, all intellectual property rights and ownership of domain names remain the property of Business 1st Limited. This includes registered domain names that have been re-registered by Business 1st Limited after the initial registration period has elapsed. The Client agrees that any re-registration fee paid by Business 1st Limited grants Business 1st Limited ownership rights to the domain name. The Client is only granted use of the domain name for the term of the agreement. Services that include domain name use are RankBuilder, bshop v3.0 and FlexiSites.  
    6.3 The Client acknowledges that the registration of the domain name will be dependent on the terms and conditions of various naming authorities/registration agents. Business 1st use the following and can be found at the following URL’s:-  
    6.3.a For international TLD’s (.org, .com, .net): http://www.opensrs.org/terms.html  
    6.3.b For UK TLD’s (.co.uk): http://www.nic.uk/ref/terms.html  
    6.4 The client agrees that Business 1st is not held accountable for errors made on the part of the naming authorities/registration agents.  
    6.5 Business 1st guarantee that should the naming authorities/registration agents alter, the clients will be notified immediately via Business 1st’s website: http://www.b-1st.com/terms.htm  
    6.6 The client acknowledges that s(he) cannot cancel any domain names once registered.  
    6.7 The Client Acknowledges that s(he) will be required to pay an annual pointing fee and biennial renewal fee per domain unless the domain name is inclusive of any other paid packaged service.  
    6.8 Should the domain name become ineffective, the client agrees that Business 1st shall not be held responsible for the registration. However, in the event of the domain name becoming unavailable during the registration and authorisation period, Business 1st will propose a new domain name for registration. The new domain name will not affect the present contractual agreements made and the client agrees that s(he) is still subject to the same fees and charges.  
    6.9 The client understands that Business 1st Limited has the right to cancel/suspend any domain names in the event of any legal issues or disputes.  
    6.10 Business 1st Limited shall not be liable for any delay in activating the Domain Name on the Server nor for any cost incurred by the Client as a result of such delay and the Client's obligation to pay the fees set out in Clause 3.2 shall not be affected by any such delay.  
    6.11 The Client warrants that the Domain Name does not infringe any intellectual property rights of any third party, including but not limited to trade marks registered or otherwise used by any third party and the Client shall indemnify and keep Business 1st Limited indemnified in respect of any loss, damages, costs or other expenses arising out of or in connection with any breach by the Client of this Clause.  
    6.12 The Client agrees, as a condition of any Agreement, to be bound by the dispute policy used from time to time by the relevant naming authority or registration agent, which policy can be found in the terms referred to in Clause 6.3  
    6.13 The Client acknowledges that Business 1st Limited shall have the right to cancel, suspend or transfer the Domain Name at any time upon receipt of a court order or arbitration award requiring such cancellation, suspension or transfer.  
    6.14 Country code domain names can only be registered in Restrictive countries if the relevant documentation is provided in order to perform the registration. Business 1st Limited does not hold liability for non-registration of CCTLD's due to negligence by the Client. The Client also recognises that a refund of deposits cannot be issued if this is the case.
  
        Back to top
  7 RENEWAL OF DOMAIN REGISTRATION  
    7.1 These terms are not applicable to domain names registered as part of any other service where only use of the domain name is granted.  
    7.2 Business 1st assures the Client that the best effort will be made to renew all domain names automatically after the twenty-four month registration period, however the Client acknowledges that Business 1st will not be held accountable for the failure to do so.  
    7.3 The Client agrees that prior to the renewal of any domain names, the renewal fee will be made payable to Business 1st.  
    7.4 The Client understands that s(he) will be informed about the renewal date.  
    7.5 The Client agrees that neglect to pay any outstanding fees will defer the registration/renewal of any domain names. This action will not yield any refunds.  
    7.6 The Client agrees that they are to provide 30 days notice before the cancellation of any domain names. Neglect to provide this will result in the continuous renewal process of the domain registration and consequent payment.  
    7.7 The Client understands that Business 1st is not responsible for any materials lost due to clients neglect to pay renewal domain registration.  
    7.8 As stated in clause 6.8, should the domain become ineffective, Business 1st shall provide and register a new domain name, with no refunds given.  
    7.9 Clients may transfer any domain names registered in the Clients name to a different ISP if they pay the domain name release fee, have provided at least a months notice before the next renewal payment and if their account has been settled. The Client agrees that neglect to provide this notice will result in the payment of the renewal fee, outstanding balance and release fee specified on Business 1st’s price list.  
    Back to top
  8 TRANSFER IN AND OUT OF A DOMAIN NAME  
    8.1 The Client acknowledges that should they request Business 1st to host an existing domain name, they are fully responsible for the transfer to the server on the day or after the start of any agreements made are responsible for any fees paid to other parties involved in connection to the transfer. In order to affect the transfer the client shall request his/her existing ISP or any other relevant third party:-  
    8.1.a in the case of UK TLD’s to modify the IPS Tag as required by Business 1st  
    8.1.b in the case of international TLD’s to replace the name servers, admin, technical and billing contact with the relevant details received from Business 1st.  
    8.2 Once the agreement has been cancelled or terminated, the client has the right to transfer any domain names registered in their name to a third party server except where the domain name expires and is re-registered or renewed by Business 1st. Business 1st in this case retains domains. The transfer is dependent on a transfer form being completed and all fees on the account being settled first in full in accordance to the Price List. If as a result of a Domain name transfer out other contracted services will become ineffective then all contracted fees relating to other services must be settled in full prior to a transfer out taking place. Domain names cannot be permitted transfer out if requested within 60 days of the expiration date being due. Renewal fees must be paid before a transfer can be initiated.  
    8.3 The Client acknowledges that Business 1st will not be held accountable for any obstructions in the transfer and that all fees should be paid according to the Application signed.
  
    8.4 The Client acknowledges that Business 1st has the capability to hinder the release of any domain names, should the client be in breach of any agreements or payments, or if the initial period has not yet expired.  
    8.5 The Client agrees that they are fully responsible for the transfer of the website. Business 1st will not be held accountable for the transfer of any existing sites hosted within the appropriate domain names.  
    8.6 The client acknowledges that there may be a release fee or full payment of contract when submitting transfer request form. This is sometimes demanded by an ISP and is not the responsibility of Business 1st.  
    8.7 The client agrees that should an ISP deny the release of a domain name, Business 1st are not held accountable and are not permitted to interfere with the ordeal. Should Business 1st choose to intervene, the client understands that there will be a domain name-handling fee chargeable. This fee is not refundable should the transfer still be unsuccessful.  
    8.8 The Client agrees that services affected by the unsuccessful transfer will not be refunded. Should this occur, Business 1st will offer a .co.uk domain name to replace the unsuccessful transfer of the previous domain name.  
    8.9 Domain name transfers to Business 1st, occurring within 2 months of the renewal date, will take longer than initial transfer requests.  
        Back to top
9.SERVICES  
    9.1 Business 1st shall upon receiving payment as agreed between both the client and Business 1st  
    9.1.a provide a service for the relevant packages stated below:
• bshop v3.0 :bshop v3.0 Pro , bshop v3.0 Premier, bshop v3.0 Platinum, bshop features
• flexiSites : Static Website and Content Management System, flexiSite features
• RankBuilder: Internet Marketing Package and RankBuilder statistics package
• WebClinic: WebClinic 20, WebClinic 30, WebClinic 50, WebClinic Custom, WebClinic Statistics package
• CAD: Custom Application Development Service
• Web Hosting: Provision of website hosting and email services
The services listed above are subject to the Client providing the relevant information needed and follow all service procedures as highlighted here in order to complete service specification. If the client fails to provide Business 1st with any information or fails to follow the service procedures stated in these Terms And Conditions for the completion of any of these services then Business 1st hold the right to void all services with no refunds issued and in cases where further fees would be payable subject to delivery of service, the Client will be liable for the fees for the full contractual term.
  
    9.2 Client agrees and accepts to the working, processes and limitations of all services at time of purchase including all features and components used as part of the service.  
    9.3 Business 1st reserves the right to modify the manner in which features work within any service. This may include removal of features and modification of features.  
        Back to top
  10 bShop  
    10.1 The Client understands that bshop is a service that will be started by the signing of the relevant contractual agreement. The program is a subscription based service that requires specific information from the Client in order to run the program fully. The Client understands that bshop solutions are provided on the basis of a revolving 12 month subscription service and are based around a number of individual services that are combined to provide a full working solution. The individual services provided are:  
    10.1.a License to use up to 2 domain names for the term of the agreement.  
    10.1.b Email facility for one domain name  
    10.1.c 12-month bshop user license based on service level stated on Application.  
    10.1.d Basic website design service based around choosing existing templates available within the bshop and subject to all terms stated here.  
    10.1.e Secure website hosting facility for bshop v3.0 website with maximum 2.5GB bandwidth usage allowance.  
    10.1.f Telephone and email support during the working hours of 9am – 5.30pm, Monday till Friday, excluding public holidays and two weeks Christmas shut down.  
    10.2 Business 1st requires all information requested for the bshop website via the bshop setup wizard. This includes website layout choice, colour scheme, website settings and website content. Business 1st will not enter content on behalf of the Client. The setup wizard must be completed within 14 consecutive working days from the date of receiving the necessary access details from Business 1st Limited. The neglect to provide all relevant information or data will result in the Client being invoiced for all subscription fees payable for the term of the service.  
    10.3 Business 1st are aware of the difficulties that clients may have sending information via a web interface, so aid will be given voluntarily. However, the client must understand that a fee will be charged for the provision of this aid. Business 1st Limited will make these charges clear to the Client before aid is provided.  
    10.4 Once the set-up wizard has been completed, the Client understands that all other information and images are to be provided as requested by Business 1st Limited. The Client understands that once all information has been given, the design operation will begin.  
    10.5 The Client understands that bshop websites will be aimed to be set-up within a six working week period. Business 1st accepts no liability for its failure to do so..  
    10.6 The Client acknowledges that all standard bshop websites are designed using existing templates available to the Client. These templates are fixed in layout and as part of the design service included within the package the Client will have flexibility over the colour scheme, logo and images used on the website. The Client will not have the right to modify the layout and structure of the website without incurring additional fees.  
    10.7 In the event where the Client does not wish to use any of the available templates included within the bshop, the Client can opt to have a new theme designed for an additional cost, which will be priced at the time of request. This service is regarded as a Custom Application Development Service and will be provided subject to the details on the Application form.  
    10.8 The Client acknowledges that s(he) is notified about the location of their website and is informed about what information is required in order to make the website complete. The Client understands that any changes to the website, for example, colour/images/etc, will not warrant any extra charges. However, any re-structuring or reprogramming of features will require extra work and extra charges.  
    10.9 The Client is completely responsible for the design format of their website. The client agrees that they are held accountable to any future changes to the website once it has been given a location or published.  
    10.10 The Client acknowledges that the website is required to connect to a payment gateway for the collection of payments. An additional fee payable to the chosen payment gateway provider is necessary for the system to work. The Client acknowledges that s(he) is liable for all services with respect to payment processing on the website. Business 1st reserves the right to remove connectivity with any third party payment service provider throughout the term of this agreement. In the event of this happening your obligations under this agreement are not affected.  
    10.11 The Client understands that s(he) are responsible for any modifications to the website information, using the management console.  
    10.12 There are monthly fees made payable to Business 1st for such services as the maintaining of the website and renewing of the user license. The Client understands that any extra work or upgrades will result in additional charges or annual or monthly renewal fees.  
    10.13 The Client agrees to pay the monthly subscription fee prior to the website going live on the Internet. In situations where Client is in breach of any of the terms listed, Business 1st reserves the right to begin the monthly subscription billing cycle at any time. This fee carries a revolving 12-month contractual bond except where Business 1st Limited cancels the agreement. Cancellations from Clients must be received within the 12th month of each revolving 12-month term.  
    10.14 The client acknowledges that by cancelling the service, the client will not be able to retain a copy of the website and host it elsewhere. The Client can retain all images provided by the Client.  
    10.15 The Client acknowledges the bshop service operates as a content management system and therefore the client cannot have FTP access to the website at any time.  
    10.16 All bshop websites are provided a maximum usage limit of 2.5GB bandwidth usage every month. In the event where any website is above this limit in a particular month, additional charges are payable for the excess bandwidth used. The client will be notified of the total bandwidth usage for a particular month and will be provided with two options.  
    10.17 The client can choose to pay a flat rate fee of £20.00 + VAT for every 1 gigabyte above the limit for a particular month.  
    10.17.a The Client can choose to pay a monthly fee to increase the bandwidth limit. The charges are as follows:
Increase by 10 Gigabyte per month @ £10.00 per GB per month
Increase by 25 Gigabyte per month @ £8.00 per GB per month
Increase by 50 Gigabyte per month @ £6.00 per GB per month
All monthly bandwidth packages are payable monthly or annually and carry a minimum term of 12 months. Fees are non refundable in the event where bshop v3.0 service is terminated prior to the 12 month term finishing and may also go up after the initial 12 month term. The client will be required to choose the option they wish to proceed with within 3 working days. Failure to do so will result in additional charges being raised based on a calculation using option stated in 10.18. All invoices are payable within 7 days. Failure to do so will result in suspension of the service.		  
    10.18 Business 1st will supply a Customer Service Team that is readily available to offer aid to the client with regards to the bshop service. The opening times are Monday to Friday, 9.00 – 17.30 excluding public holidays and a two week office shutdown during the Christmas period.  
    10.19 Business 1st Limited make no representations to maintain 100% availability of the website on the Internet and the Client acknowledges that at certain times the service may be disrupted due to unforeseen circumstances. Business 1st limited will aim to minimise downtime but cannot guarantee 100% uptime.  
    10.20 Business 1st Limited is only responsible for maintaining a connection to the relevant payment gateway used by the client and is not responsible in the event where payment processing is non functional on the website. Any work undertaken by Business 1st Limited in respect to this kind of problem will be charged as non-contracted work.  
    10.21 The bshop v3.0 service is designed to provide a complete service for organisations requiring a catalogue based website with credit card or enquiry facilities. Clients purchasing the bshop v3.0 are fully aware of this and all the features available with the package at time of purchase by reviewing the feature list on all documentation provided by Business 1st Limited.  
    10.22 All intellectual property rights to the websites designed and maintained by Business 1st using the software solution provided by Business 1st belong to Business 1st Limited at all times including after termination of any service subscription.  
    10.23 Clients understand and agree that all solutions supplied by Business 1st may involve a link exchange, system which exchanges links to other websites using the same system. Clients acknowledge that Business 1st reserve the right to create hidden links to any website using the same software system in order to enhance the performance of all sites using the same software system.  
    10.24 Business 1st Limited reserves the right to remove or change the software features within a package level at anytime with a different version. Business 1st Limited also reserves the right to replace the entire software service with a new upgraded version. The Client is obligated to upgrade to a package offered by Business 1st Limited in order to maintain services. The Client acknowledges and accepts that the fees payable for an upgraded version may be higher than that paid by the Client already. Refusal to upgrade can result in total withdrawal of services including removal of the website and all related services. In the event of an upgrade Business 1st Limited will be responsible for any modifications required to be made to the Clients website to ensure compatibility with any new software features or version introduced.  
        Back to top
  11 FLEXI SITES  
    11.1 The Client understands that the FlexiSites package is a service that will be started by the signing of the relevant contractual agreement. The program is a subscription based service that requires specific information from the Client in order to run the program fully. The Client understands that FlexiSites solutions are provided on the basis of a revolving 12 month subscription service and are based around a number of individual services and software features that are combined to provide a full working solution. The individual services provided are:  
    11.1.a License to use up to 2 domain names for the term of the agreement.  
    11.1.b Email facility for one domain name.  
    11.1.c 12-month FlexiSites user license based on service level stated on Application.  
    11.1.d Basic website design service based around choosing existing templates available within the FlexiSites Software and subject to all terms stated here.  
    11.1.e Secure website hosting facility for bshop v3.0 website with maximum 2.5GB bandwidth usage allowance.  
    11.1.f Telephone and email support during the working hours of 9am – 5.30pm, Monday till Friday, excluding public holidays and two weeks Christmas shut down.  
    11.2 Business 1st requires all information requested for the FlexiSite website via the FlexiSite setup wizard. This includes website layout choice, colour scheme, website settings and website content. Business 1st will not enter content on behalf of the Client. The setup wizard must be completed within 14 consecutive working days from the date of receiving the necessary access details from Business 1st Limited. The neglect to provide all relevant information or data will result in the Client being invoiced for all subscription fees payable for the term of the service.  
    11.3 Business 1st are aware of the difficulties that clients may have sending information via a web interface, so aid will be given voluntarily. However, the Client must understand that a fee will be charged for the provision of this aid. Business 1st Limited will make these charges clear to the Client before aid is provided.  
    11.4 Once the set-up wizard has been completed, the Client understands that all other information and images are to be provided as requested by Business 1st Limited. The Client understands that once all information has been given, the design operation will begin.  
    11.5 The Client understands that FlexiSites websites will be aimed to be set-up within a six working week period. Business 1st accepts no liability for its failure to do so.  
    11.6 The Client acknowledges that all FlexiSites websites are designed using existing templates available to the Client. These templates are fixed in layout and as part of the design service included within the package the Client will have flexibility over the colour scheme, logo and images used on the website. The Client will not have the right to modify the layout and structure of the website without incurring additional fees.  
    11.7 In the event where the Client does not wish to use any of the available templates included within the FlexiSites set up, the Client can opt to have a new theme designed for an additional cost, which will be priced at the time of request. This service is regarded as a Custom Application Development Service and will be provided subject to the details on the Application form.  
    11.8 The Client acknowledges that s(he) is notified about the location of their website and is informed about what information is required in order to make the website complete. The Client understands that any changes to the website, for example, colour/images/etc, will not warrant any extra charges. However, any re-structuring or reprogramming of features will require extra work and extra charges.  
    11.9 The Client is completely responsible for the design format of their website. The Client agrees that they are held accountable to any future changes to the website once it has been given a location or published.  
    11.10 The Client understands that s(he) are responsible for any modifications to the website information, using the management console.  
    11.11 There are monthly fees made payable to Business 1st for such services as the maintaining of the website and renewing of the user licence. The Client understands that any extra work or upgrades will result in additional charges or annual or monthly renewal fees.  
    11.12 The Client agrees to pay the monthly subscription fee prior to the website going live on the Internet. In situations where Client is in breach of any of the terms listed, Business 1st reserves the right to begin the monthly subscription billing cycle at any time. This fee carries a revolving 12-month contractual bond except where Business 1st Limited cancels the agreement. Cancellations from Clients must be received within the 12th month of each revolving 12-month term.  
    11.13 The Client acknowledges that by cancelling the service, the client will not be able to retain a copy of the website and host it elsewhere. The Client can retain all images provided by the Client.  
    11.14 The Client acknowledges the FlexiSites service operates as a content management system and therefore the client cannot have FTP access to the website at any time.  
    11.15 All FlexiSites websites are provided a maximum usage limit of 2.5GB bandwidth usage every month. In the event where any website is above this limit in a particular month, additional charges are payable for the excess bandwidth used. The client will be notified of the total bandwidth usage for a particular month and will be provided with two options.  
    11.15.a The client can choose to pay a flat rate fee of £20.00 + VAT for every 1 gigabyte above the limit for a particular month.  
    11.15.b The Client can choose to pay a monthly fee to increase the bandwidth limit. The charges are as follows:
Increase by 10 Gigabyte per month @ £10.00 per GB per month
Increase by 25 Gigabyte per month @ £8.00 per GB per month
Increase by 50 Gigabyte per month @ £6.00 per GB per month
All monthly bandwidth packages are payable monthly or annually and carry a minimum term of 12 months. Fees are non refundable in the event where FlexiSites service is terminated prior to the 12 month term finishing and may also go up after the initial 12 month term. The client will be required to choose the option they wish to proceed with within 3 working days. Failure to do so will result in additional charges being raised based on a calculation using option stated under clause 10.15a. All invoices are payable within 7 days. Failure to do so will result in suspension of the service.		  
    11.16 Business 1st will supply a Customer Service Team that is readily available to offer aid to the client with regards to the bshop v3.0 service. The opening times are Monday to Friday, 9.00 – 17.30 excluding public holidays and a two week office shutdown during the Christmas period.  
    11.17 Business 1st Limited make no representations to maintain 100% availability of the website on the Internet and the Client acknowledges that at certain times the service may be disrupted due to unforeseen circumstances. Business 1st Llimited will aim to minimise downtime but cannot guarantee 100% uptime.  
    11.18 The FlexiSites service is designed to provide a complete service for organisations requiring a non catalogue based updateable website with enquiry and survey facilities. Clients purchasing the FlexiSites are fully aware of this and all the features available with the package at time of purchase by reviewing the feature list on all documentation provided by Business 1st Limited.  
    11.19 All intellectual property rights to the websites designed and maintained by Business 1st using the software solution provided by Business 1st belong to Business 1st Limited at all times including after termination of any service subscription.
 
    11.20 Clients understand and agree that all solutions supplied by Business 1st may involve a link exchange, system which exchanges links to other websites using the same system. Clients acknowledge that Business 1st reserve the right to create hidden links to any website using the same software system in order to enhance the performance of all sites using the same software system.  
    11.21 Business 1st Limited reserves the right to replace the software service at anytime with an advanced version. The Client is obligated to upgrade to a package offered by Business 1st Limited in order to maintain services. The Client acknowledges and accepts that the fees payable for an upgraded version may be higher than that paid by the Client already. Refusal to upgrade can result in total withdrawal of services including removal of the website and all related services. In the event of an upgrade Business 1st Limited will be responsible for any modifications required to be made to the Clients website to ensure compatibility with any new software features or version introduced.  
        Back to top
  12 RankBuilder SERVICES  
    12.1 The Client understands that the RankBuilder package is a prepaid service that requires specific information in order to run the program. The Client understands that RankBuilder packages are provided on the basis of 12 month licensed packages and are based around a number of individual services and software features that are combined to provide a full working solution. The individual services provided are:  
    12.1.a License to use 1 domain name for the term of the agreement.  
    12.1.b 12-month RankBuilder user license based on service level stated on Application.  
    12.1.c Basic website design service based around choosing existing templates available within the RankBuilder Software and input of content for up to twenty keyword industry related keyphrases and subject to all terms stated here.  
    12.1.d website hosting facility for RankBuilder website with maximum 2.5GB bandwidth usage allowance.  
    12.1.e Telephone and email support during the working hours of 9am – 5.30pm, Monday till Friday, excluding public holidays and two weeks Christmas shut down.  
    12.2 The Client acknowledges that full payment of the set up fee is required before the service can be provided.  
    12.3 Business 1st requires all information requested for the RankBuilder website via the RankBuilder setup wizard. This includes website layout choice, colour scheme, website settings and website content. The setup wizard must be completed within 14 consecutive working days from the date of receiving the necessary access details from Business 1st Limited. The neglect to provide all relevant information or data will result in the Client being invoiced for all subscription fees payable for the term of the service.  
    12.4 Business 1st are aware of the difficulties that clients may have sending information via a web interface, so aid will be given voluntarily. However, the Client must understand that a fee will be charged for the provision of this aid. Business 1st Limited will make these charges clear to the Client before aid is provided.  
    12.5 Once the set-up wizard has been completed, the Client understands that all other information and images are to be provided as requested by Business 1st Limited. The Client understands that once all information has been given, the design operation will begin.  
    12.6 The Client understands that RankBuilder websites will be aimed to be set-up within a six working week period. Business 1st accepts no liability for its failure to do so.  
    12.7 The Client acknowledges that all RankBuilder websites are designed using existing templates available to the Client. These templates are fixed in layout and as part of the design service included within the package the Client will have flexibility over the colour scheme, logo and images used on the website. The Client will not have the right to modify the layout and structure of the website without incurring additional fees.  
    12.8 The Client acknowledges that s(he) is notified about the location of their website and is informed about what information is required in order to make the website complete. The Client understands that any changes to the website, for example, colour/images/etc, will not warrant any extra charges. However, any re-structuring or reprogramming of features will require extra work and extra charges.  
    12.9 The Client understands that s(he) are responsible for any modifications to the website information, using the management console provided within the RankBuilder software.  
    12.10 There are monthly fees made payable to Business 1st for such services as the maintaining of the website and renewing of the user licence. The Client understands that any extra work or upgrades will result in additional charges or annual or monthly renewal fees.  
    12.11 The Client agrees to pay the monthly subscription fee prior to the website going live on the Internet. In situations where Client is in breach of any of the terms listed, Business 1st reserves the right to begin the monthly subscription billing cycle at any time. This fee carries a revolving 12-month contractual bond except where Business 1st Limited cancels the agreement. Cancellations from Clients must be received within the 12th month of each revolving 12-month term.  
    12.12 The Client acknowledges that by cancelling the service, the client will not be able to retain a copy of the website and host it elsewhere. The Client can retain all images provided by the Client.  
    12.13 The Client acknowledges the RankBuilder service operates as a content management system and therefore the client cannot have FTP access to the website at any time.  
    12.14 All RankBuilder websites are provided a maximum usage limit of 2.5GB bandwidth usage every month. In the event where any website is above this limit in a particular month, additional charges are payable for the excess bandwidth used. The client will be notified of the total bandwidth usage for a particular month and will be provided with two options.  
    12.14.a The client can choose to pay a flat rate fee of £20.00 + VAT for every 1 gigabyte above the limit for a particular month.  
    12.14.b The Client can choose to pay a monthly fee to increase the bandwidth limit. The charges are as follows:
Increase by 10 Gigabyte per month @ £10.00 per GB per month
Increase by 25 Gigabyte per month @ £8.00 per GB per month
Increase by 50 Gigabyte per month @ £6.00 per GB per month
All monthly bandwidth packages are payable monthly or annually and carry a minimum term of 12 months. Fees are non refundable in the event where RankBuilder service is terminated prior to the 12 month term finishing and may also go up after the initial 12 month term. The client will be required to choose the option they wish to proceed with within 3 working days. Failure to do so will result in additional charges being raised based on a calculation using option stated under clause 10.15a. All invoices are payable within 7 days. Failure to do so will result in suspension of the service.		  
    12.15 Business 1st will supply a Customer Service Team that is readily available to offer aid to the client with regards to the bshop v3.0 service. The opening times are Monday to Friday, 9.00 – 17.30 excluding public holidays and a two week office shutdown during the Christmas period.  
    12.16 Business 1st will supply a Customer Service Team that is readily available to offer aid to the client with regards to the bshop v3.0 service. The opening times are Monday to Friday, 9.00 – 17.30 excluding public holidays and a two week office shutdown during the Christmas period.  
    12.17 All custom built bolt on features created on behalf of Clients will be designed and active on a 12-month license basis. All bolt on features carry a renewal fee every 12 months for the feature to remain active on the RankBuilder website or console.  
    12.18 Renewal fees for bolt on features may change after the initial 12-month term. The Client agrees that this may be more than the initial purchase fee.  
    12.19 The RankBuilder service is designed to provide a service that creates a promotional industry related website that contains relevant inbound links towards a target website using up to 20 keyphrases for promotional purposes. Clients are provided content management features via the RankBuilder Console. Clients purchasing the RankBuilder are fully aware of this and all the features available with the package at time of purchase by reviewing the feature list on all documentation provided by Business 1st Limited.
  
    12.20 All intellectual property rights to the websites designed and maintained by Business 1st using the software solution provided by Business 1st belong to Business 1st Limited at all times including after termination of any service subscription.  
    12.21 Clients understand and agree that all solutions supplied by Business 1st may involve a link exchange, system which exchanges links to other websites using the same system. Clients acknowledge that Business 1st reserve the right to create hidden links to any website using the same software system in order to enhance the performance of all sites using the same software system.  
        Back to top
  13 WEB CLINIC  
    13.1 The Client understands that WebClinic carries a revolving contracted term of 12 months with a initial fee payable immediately and a revolving 12 month contractual bond for which a fixed fee is payable each month. Service will begin as soon as the Client has signed the relevant contractual agreement unless an alternative arrangement has been specified on the contract.  
    13.2 The client acknowledges that the WebClinic service is a Search Engine Optimisation and Search Engine Consultancy service designed to enhance the chances of achieving search engine placement on the major search engines using a fixed number of keyphrases confirmed by the Client and agreed by Business 1st Limited. The Client acknowledges that in order to provide the service in full the Client is required to cooperate with Business 1st Limited and act upon Business 1st Limited's advice and provide all access necessary for Business 1st Limited to carry out its duties throughout the term of the agreement. Failure to do this will result in suspension or cancellation of the service, with an obligation to pay the full contractual value of the contract to Business 1st.  
    13.3 Business 1st Limited will issue to the Client a list of keyphrases that can be promoted as part of the WebClinic service. The Client will be required to choose from the list the maximum as stated on the contract. The Client will be given an opportunity to specify own keyphrases to be used as part of the program. The Client acknowledges that competitive keyphrases can be promoted, however these may take longer to achieve rankings on the search engines depending on the status of the website on the search engines. Keyphrases requested that have no relevance to the website stated on the contract will not be promoted.  
    13.4 Business 1st Limited may issue a diagnostic report detailing the status of the website to be promoted on the search engines no earlier than 28 working days from agreement of the keyphrases to be promoted as part of the service. This report will detail the work to be carried out by Business 1st Limited and the recommended work for the Client to carry out or commission a third party to complete. The Client may request Business 1st Limited to complete the Clients duties specified on the report. Business 1st Limited will quote the Client for any additional work to be carried out. A separate agreement will be required to be completed for this.  
    13.5 Business 1st will apply the initial optimisation process as detailed on the diagnostic report issued by Business 1st Limited. Business 1st Limited will carry out this work assuming it has all relevant access to carry out its full work schedule. In the event where the Clients website is inaccessible or the required work cannot be completed due to complexities in the design of the website Business 1st Limited will provide a detailed list of work for the Client to provide his/her appointed website designers/programmers. Upon completion of the On page optimisation process, Business 1st Limited will either  
    13.5.a Gain authorisation from the Client to upload all work to the host address provided  
    13.5.b Send all files via email to the Client for uploading  
    13.5.c Send all files to the Clients recommended web designers or programmers for uploading.  
    13.6 Business 1st Limited will activate the WebClinic maintenance schedule immediately after completion of the diagnostic report under normal circumstances except where Clients are in breach of contract. In the event of a breach the Client will be required to pay the monthly subscription fee each month regardless of the status of the service schedule. In conjunction with this the Client will be required to pay the first month maintenance fee as specified on the contract. The Client will also be required to complete a direct debit mandate for all future payments. This direct debit mandate and first payment will be due within 7 days of issue. Failure to return the required payment and document will deemed as breach of contract and all fees for the full term of the agreement will be demanded up front.  
    13.7 The maintenance schedule will consist of various search engine optimisation methods including link popularity and reciprocal link building, continuous generation of optimised content pages, directory submissions and further website diagnostics. Some or all of these tasks will form part of the monthly maintenance work carried out by Business 1st Limited. Each month the Client will be sent a report detailing the work carried out as well as detailing the work to be carried out the following month. Business 1st Limited will also notify the Client each month of the Clients duties whilst also making further recommendations for the Client to apply. A search engine status report detailing the current ranking status in the search engines will also be included in the monthly report.  
    13.8 Business 1st Limited may from time to time advise the Client to purchase paid inbound links on high ranking websites and directories. The Client understands that the WebClinic fee paid to Business 1st Limited does not include the payment of these and if authorisation is provided to purchase links then the Clien