These terms and conditions shall apply to all business between Eurekaa International Ltd, Park House, 111 Uxbridge Road, Ealing, London W5 5LB, U.K. ( "Eurekaa" ) and, any prospective customers or clients ("Customers").

It is hereby agreed that :

1. Definitions

In this Agreement, the following expressions shall have the following meanings:-

"Confidential Information"
Information which is identified as confidential or proprietary by
either party or the nature of which is clearly confidential or proprietary.

"Fees"
The fees (including any VAT) due for the provision of the Services as calculated in accordance with the price list

"Inappropriate Material"
Material that under the laws of any jurisdiction where the
material can be accessed is nay of the following:- unlawful, threatening, abusive, harmful, malicious, obscene, pornographic, profane, libellous, defamatory, infringes any Intellectual Property Rights, constitutes or encourages a criminal offence or contains a virus, worm, Trojan horse or other harmful code.

"Intellectual Property Rights"
Copyrights, patents, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world.

"Eurekaa’s Website"
The Website located at http://www.eurekaa.com <http://www.eurekaa.com> and having IP address 204.176.141.61 or such other "Website" or such other address as may be adopted by Eurekaa from time to time.

"Material"
Text, graphics, images, sound, video or any combination thereof

"Netiquette"
Generally accepted standards of conduct relating to use of the Internet including, without limitation, not sending unsolicited mass e-mail, not impersonating another person, and not misrepresenting oneself to have authorisation from another person when one does not.

"Order form"
An order form provided by Eurekaa as available on Eurekaa’s Website or from Eurekaa a by post or fax on request, and completed by Customer to indicate which Services it requires and its agreement to these terms and conditions governing such provision.

"Price List"
A list of Eurekaa’s prices as contained in the Price List for each of the Services as available on Eurekaa’s Website or from Eurekaa by post or fax on request.

"Relevant Legislation"
Laws relating to data protection and any laws governing Inappropriate Material.

"Server"
The computer server equipment operated by Eurekaa in connection with the provision of the Services

"Services"
The services identified in the Schedules and Price List to this Agreement as may be applicable to each Customer pursuant to these terms and conditions and any others specified by Eurekaa on such Schedule and Specification Sheet.

"Website"
A website on the World Wide Web.

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2. Payment and Services

2.1 In consideration for the payment of the Fees calculated correctly in accordance with the Price List on Eurekaa’s Website at the time of the completion of an Order form by Customer or of placing of an Order by Customer by telephone or fax, Eurekaa agrees to provide the Services.

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

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

2.3 If Customer fails to pay any invoice which is due and payable under this Agreement, Eurekaa shall be entitled to charge interest at the rate of 5% per week on a daily basis on the overdue amount and on outstanding interest from the date of such failure until payment (until judgement).

2.4 Non-delivery or non-performance of services by any third party other than Eurekaa’s sub-contractors/ and or associates shall not give Customer any right to delay any payment to Eurekaa or to make any claim whatsoever against Eurekaa

2.5 If Eurekaa does not receive payment in full within 15 days of the date of the invoice, it may terminate this Agreement as regards any Service requested by Customer without further obligation to Customer, Domain Names, once registered, are unable to be cancelled or changed.

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

2.7 Until Eurekaa is paid fully for the commissioned works it shall exercise it’s lien as an unpaid seller and entitled to the final work which shall vest and belong to Eurekaa.

2.8 It is agreed that any additional work provided by Eurekaa [except for any technical errors which arose for fault of Eurekaa would be amended for no cost] will be charged at a price to be determined later in comparison with the nature of the work and time involved.

2.9 Customer agrees to undertake the following in order to minimise the costs:

• all printing brokering (selection, liaison and management of print supplier)
• quality control (e.g. proof checking of all items before sign off, printer output etc.)
• dispatch and delivery of any print production
• purchasing of fonts

2.10 Any additional work, particularly the following will be charged separately and in addition to the usual prices or charges in the Price List:

• additional business cards
• additional bespoke web page
• additional original illustrations
• design of logo
  

2.11 Any additional expenses expended for any additional work as above and such other [ for e.g. house printing, postage & packaging, travel etc.] to be charged separately and added to the final costs.

2.12 100% of the payment to be made at the time of making an order unless otherwise a different written term is agreed, and morefully described in the Schedules and Price List to this Agreement.

2.13 The contract between Eurekaa and customer will not be in effect until and unless the following are not met:

• Delay or absence by the customer in forwarding the copy of signed contract/ or order form
• Failure or delay in payment at any stage during the project
• Failure or delay in providing the required /necessary details, specifications and data on any aspect for the completion of project

2.14 Eurekaa has identified approved suppliers for Image purchasing, Font purchasing, Production of CDROMs and Printing costs. It may be necessary for the completion of the project to require the above services, the cost of which will be met by the customer.

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3. Indemnity

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

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4. Customer Authorisation and Obligation

4.1 Customer hereby appoints Eurekaa to act on its behalf in conjunction with the provision with the provision of the Services.

4.2 Customer acknowledges and accepts that to enable Eurekaa properly to provide the Services it must co-operate with Eurekaa as required by Eurekaa and, in particular:-

4.3 The customer would be deemed to have approved the presented work with in 24 hours of its transmission electronically to enable Eurekaa to meet its deadlines. The customer accepts that Eurekaa has to hit milestones and deal with large number of clients and unless such ground rules are strictly followed it may become impossible for Eurekaa to service its customer satisfactory.

4.4 The customer would indicate a specific e-mail address and name of a particular person to whom the work would be presented for approval and the e-mail delivered electronically to such a named person would be the satisfactory compliance of the obligation of Eurekaa. In case of no response from the customer the presented work shall be deemed approved.

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5. Eurekaa Warranties and Liability

5.1 Eurekaa makes no warranties or representations that any Service will be uninterrupted or error-free. Customer accepts all Services provided hereunder "as is" without of any kind.

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

5.3 Eurekaa shall not be liable for any services or products to be supplied any third party

5.4 Eurekaa shall not be liable for any loss or damage of whatsoever nature suffered by Customer arising out of or in connection with any breach of this Agreement by Customer or any act, misrepresentation, error or omission made by or on behalf of Customer.

5.5 Subject to Clauses 5.6 and 5.7 below, no matter how many claims are made and whatever the basis of such claims, Eurekaa’s maximum aggregate liability to Customer under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses 5.1 -5.5 above, or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to the Fees paid by Customer pursuant hereto.

5.6 None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from the negligence of Eurekaa, its employees, associates or its sub-contractors.

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

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6. Termination

6.1 Eurekaa may terminate this Agreement by notice in writing to Customer having immediate effect if:

6.2 In the event that any of the circumstances identified in Clause 6.1 arises, Eurekaa shall have the option to terminate this Agreement as regards all Services provided or to be provided of which the breach is considered by Eurekaa to have been committed;
and

6.3 In the event that any of the circumstances identified in Clause 6.1 arises, Eurekaa shall be entitled to retain any sums paid to it by Customer hereunder and recover any sums due to it pursuant hereto whether invoiced or not at the date of termination.

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7. Confidentiality

7.1 Each of the parties agrees (subject to Clauses 7.2 and 7.3) not to:

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

7.3 The confidentiality obligations under Clauses 7.1 shall not apply to any information which:

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8. Cancellation by Customer

8.1 Where a Customer is deemed to be a "consumer" for the purposes of the Consumer Protection (Distance Selling) Regulations 2000 or any re-enactment thereof, he/she has the right to cancel an order, within 3 days of placing the order , by giving notice in writing to Eurekaa , subject to the following provisions:-

(i) orders for registration of domain names may not be cancelled after the domain name has been registered with the appropriate registrar/ registry.

(ii) orders for renewal of domain names may not be cancelled after Eurekaa has submitted the renewal request to the appropriate registrar/ registry

(iii) orders for .biz domains may not be cancelled after the domain name application has been recorded in Eurekaa database.

8.2 In the event of cancellation of an order by Customer, under the terms of this provision, a 40% cancellation fee will be charged on the customer. Eurekaa undertakes to refund the rest of the monies paid within 30 days of cancellation.

8.3 Any alterations and or changes including the following should be notified by the Customer within 7 days of delivery of services (there may be charges involved for any such additional work);

change of colour
change of font
change of images and/ or location

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9. General

9.1 Subject to Clause 9.2, this written Agreement together with the Schedules hereto and any other expressly incorporated document constitute the entire agreement between the parties hereto relating to the subject matter hereof. Nothing in this Clause 9.1 shall relieve either party of liability for fraudulent misrepresentations and neither party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.

9.2 No change, alteration or modification to this Agreement shall be valid unless in writing and signed on behalf of both parties hereto.

9.3 If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed and the remaining provisions shall continue in full force and effect.

9.4 The rights and obligations of Customer under this Agreement are personal to Customer and Customer undertakes that it shall not, without the prior written consent of Eurekaa, assign, lease, charge, sub-license, or otherwise transfer such rights and obligations in whole or in part.

9.5 Eurekaa reserves the right to sub-contract any of the work required to fulfil its obligations hereunder.

9.6 Any notice given pursuant hereto may be served personally or sent by prepaid registered letter or recorded delivery to the addresses given hereabove. Such notice shall be deemed to have been duly served upon and received by the addressee, when served personally, at the time of such service or, when posted, 48 hours after the same shall have been put into the post correctly addressed and pre-paid.

9.7 Neither party shall be liable for any loss suffered by the other party or be deemed to be in default for any delays or failures in performance hereunder (other than in relation to payment) resulting from acts or causes beyond its reasonable control or from any acts of God, acts or regulations of any governmental or supra- national authority.

9.8 Any delay or forbearance by either party in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

9.9 Clause headings have been included in this Agreement for convenience only and shall not be considered part of, or be used in interpreting, this Agreement.

9.10 This Agreement shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

9.11 In the event of any dispute the parties agree to submit it to a sole arbitrator to be appointed as President of the Law Society of England & Wales and the venue to be London.

9.12 Any rights not expressly granted herein are reserved.

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10. Trademarks

10.1 "EUREKAA.CO.UK The Internet Directory™ EUREKAA.COM" is registered trademark of Eurekaa.

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11. Links to Third Party sites

11.1 The links in this area will let customer leave Eurekaa’s site. The linked sites are not under the control of Eurekaa and Eurekaa is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites.

11.2 Eurekaa is not responsible for webcasting or any other form of transmission received from any linked site.

11.3 Eurekaa is providing these links to customers only as a convenience and the inclusion of any link does not imply endorsement by Eurekaa of the site.

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12. Intellectual Property

The contents of all reports, documents, specifications, presentations, software and documentation prepared, made or written by Eurekaa for or to the Customer, all advice given by Eurekaa to the Customer, all intellectual properties of Eurekaa, all the methodologies used by Eurekaa in working for the Customer and the results of the work done by Eurekaa for the Customer, are for the use of the Customer only and the Customer will not divulge them to any third party or use them for any purpose other than for using the Services in accordance with the Master Agreement. The Customer acknowledges that it will not have any rights in respect of any products, materials or methodologies used by Eurekaa and owned by Eurekaa or any third party, and the Customer agrees to keep the same confidential.

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Schedule - A :Domain Name Registration

1.Together with the terms as set above in the Agreement, the terms set out in this Schedule identify the extent of the domain name registration services provided by Eurekaa and the Client’s obligations in relation thereto.

2.Customer recognises and accepts that :

2.1 Eurekaa reserves the right to reject any request by a Customer to register any particular domain name or to discontinue processing such a request if Eurekaa considers such application might expose Eurekaa to legal or other proceedings.

2.2 Subject to Clause 4, the extent of Eurekaa’s service in relation to the registration of domain names is:-

a. to forward Customer’s application to the appropriate Registry;
b. to provide administrative support in securing the registration;
c. to notify Customer of the outcome of the application;

2.3 Subject to using its reasonable endeavours to contact Customer prior to the domain name registration renewal date(s) at the e-mail most recently provided by Customer pursuant to Clause 4.2.1, Eurekaa will have no involvement in, or responsibility for Customer’s use or retention of a domain name once registered;

2.4 For the avoidance of doubt and in addition to the provisions of Clause 5 above, in no circumstances will Eurekaa be liable to Customer for any loss of profit, business or anticipated savings suffered by Customer on account of a failure to obtain or loss of a domain name.

2.5 Eurekaa makes no warranty or representation of any kind in relation to the likelihood or otherwise of a particular domain name application being successful because domain name registries retain the right at their discretion to register or refuse to register a domain name applied for by Eurekaa on behalf of Customer;

2.6 Customer’s use of the domain name once registered may be challenged by a third party; if so, or if any other dispute arises the procedure laid down by the relevant registry will apply and these may include the suspension or revocation of a Customer’s application for a domain name or the registration of a domain name allocated to Customer to a third party and Eurekaa will have no responsibility or involvement in relation thereto;

2.7 It is Customer’s responsibility to pay any and all renewal charges to the relevant registry in respect of each domain name registered by Eurekaa on Customer’s behalf;

2.8 Domain names are registered on a first come, first served basis;

2.9 The registration of a domain name does not confer any legal rights to a name its use and any disputes between Customer and a third party are to be settled using normal legal methods. Eurekaa will not be drawn into any such argument or dispute in any circumstances;

2.10 An application for the registration of a domain name cannot be treated as having been successful until Customer has been notified by Eurekaa in writing to this effect by email or otherwise.

2.11 Eurekaa will notify Customer as soon as is reasonably possible after the registration of a domain name has been effected and Customer shall be responsible for visiting Eurekaa’s Website on receipt of such notification in order to verify that the domain name has been registered correctly and for notifying Eurekaa immediately if there is any error.

2.12 Customer is advised not to take any action in respect of a requested domain name until it has carried out its obligations under Clause 2.11, and satisfied itself that such domain name has been correctly registered.

2.13 If Customer wishes to change the Registered Details of any Domain Name Server provided to Eurekaa, or if Customer requests Eurekaa to release a Domain Name registration:

3 Customer warrants to Eurekaa that :

3.1 all information provided by Customer to Eurekaa is true and correct, and that any additions or alterations thereto in the future will also be true and correct;

3.2 it has the legal right to apply for and use the domain name(s) as a Website and/ or email address; and

3.3 the domain name(s) and its use as a Website and/ or email does not and will not infringe the Intellectual Property Rights or any other rights of a third party.

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4.1 Customer acknowledges that the application process, registration and subsequent use of any domain name will be subject to the rules and policies from time to time of the relevant registry and Customer agrees to abide by all such rules and policies. Accordingly, Customer undertakes to read those rules and policies before applying for a domain name (copies are generally available from the relevant registry’s Website and are available from Eurekaa by fax or post on request).

4.2 If Customer’s application for a particular domain name is rejected, Eurekaa will return to Customer any payments received in respect of that application. This does not apply to "preregistration" applications for the new name domain names, for which the application fee in non-refundable.

4.3 In the case of .biz applications which are unsuccessful, Eurekaa will return to Customer any payments received in respect of that application, less the administration charges.

4.4 Any registration for .biz domains is also subject to the associated Registrar-Registrant Agreement and associated UDRP Uniform Dispute Resolution Policy and Rules.

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Schedule- B : Website Hosting and Web Design

5. Together with the terms of as set above in the Agreement, the terms set out in this Schedule identify the extent of the Website hosting and Web Design services provided by Eurekaa and the Client’s obligations in relation thereto.

6. Customer will provide all Material which Customer wishes Eurekaa to post on a Website in a condition which shall be "server-ready" and which requires no additional manipulation on the part of Eurekaa. Eurekaa shall be under no obligation to validate such Material for content, correctness, legality or usability.

7. Customer recognises that using Eurekaa’s Website hosting and Web Design services require a certain level of knowledge on Customer’s part in the use of Internet languages, protocols and relevant software.

8. The Customer warrants that it has the necessary knowledge referred to in Clause 7 above and acknowledges that it is not the responsibility of Eurekaa to provide such knowledge or to provide customer support unless otherwise agreed in writing with Eurekaa.

9. Customer acknowledges and accepts that it bears sole responsibility, legal and otherwise, for the content of all Material appearing on its Website. For the avoidance of doubt, this clause shall apply to all Material, whether posted on Customer’s Website by or on behalf of Customer (whether by Eurekaa or third party).

10. Customer warrants, represents and undertakes in relation to all Material (including any Material which it requests Eurekaa to post on its Website) that:

• (i) it is no Inappropriate Material;
• (ii) Customer either has sole ownership of all Intellectual Property Rights in such Material in each jurisdiction from which the Website may be accessed and/ or has obtained full and effective licence(s) from all relevant third parties allowing Customer or a third party acting on behalf of Customer to use the Material and to permit its dissemination worldwide;

11. Customer undertakes not to link to any Inappropriate Material from its Website.

12. Eurekaa shall retain the right at all times to refuse to post any Material and to suspend availability of the Website, place a prominent notice on the Website where an allegation of defamation or Intellectual Property Right infringement is made by a third party or place a link on the Website to another Website containing the alleger’s version of events and / or to remove any Material already appearing on the Website which in the opinion of Eurekaa may under the laws of any jurisdiction from which it is possible to access the relevant Website:

• constitutes or would if posted constitute Inappropriate Material;
• breaches or would if posted breach Relevant Legislation or any other applicable regulations, standards or codes of practice (notwithstanding that compliance may not be compulsory); and/ or
• harms or would if posted harm the reputation of Eurekaa in any way.
  

13. Eurekaa’s rights to suspend availability of Customer’s Website and/ or remove content under Clause 12 above shall be without prejudice to Customer’s sole responsibility for content of the Website under Clause 9 and to the warranties given by Customer relating to that content in Clause 10.

14. Posting of Material by Eurekaa on the Website shall not under any circumstances constitute a waiver of any of its rights in relation to such Material or of its rights in relation to any breach of Customer’s obligations under this Agreement.

15. Customer undertakes fully to virus-check all data supplied to Eurekaa pursuant to this Agreement.

16. Customer undertakes not to embark on any course of action, whether by use of its Website or any other means, which may cause a disproportionate level of Website activity without providing at least seven days prior notice in writing to Eurekaa

17. Customer undertakes to keep secure from third parties any passwords issued to Customer by Eurekaa in connection herewith.

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Schedule C : E-mail Services (including e-mail forwarding)

18. Together with the terms of as set above in the Agreement, the terms set out in this Schedule C identify the extent of the e-mail services provided by Eurekaa and the Client’s obligations in relation thereto.

19. Customer undertakes that it will not (and will ensure that others under its control will not) via e-mail

• (i) transmit Inappropriate Material
• (ii) infringe the Intellectual Property Rights of any third party;
• (iii) contravene Netiquette;
• (iv) make use of the Server to an extent or in a manner which in Eurekaa’s reasonable opinion is excessive, wasteful or otherwise to the detriment of Eurekaa’s customers or any other third party, including but not limited to:

20. When sending e-mail, Customer acknowledges that it is responsible for complying with any Relevant Legislation.

21. Customer acknowledges that Eurekaa is not responsible for the security contents of e-mail sent or received by Customer.

22. Eurekaa will use its reasonable endeavours to ensure that messages are routed accurately and promptly but does not accept any liability for non-receipt, non-delivery or misrouting of e-mail or any other failure of the e-mail system.

23. Eurekaa’s policy is to respect the privacy of e-mail messages sent, received forwarded or otherwise dealt with by it and Customer acknowledges that Eurekaa will therefore not monitor, edit or disclose the contents of such messages unless required to do so by law or competent authority or to protect Eurekaa’s rights and/ or position.

24. If you send mail that’s unsolicited and commercial, using Eurekaa’s mailservers and/ or promoting a website or websites hosted on Eurekaa’s servers or hosted on a remote server to which Eurekaa is web-forwarding traffic, then Eurekaa has the right to unilaterally remove your account. Furthermore we reserve the right to change for the use of our resources and staff in dealing with the consequences of such mass mailings.

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Schedule -D : Internet Directory

25. Eurekaa^®-The Internet Directory™ is a free service provided by Eurekaa and its services are as described in the Agreement above. This enables easy and quick access to people and businesses for their needs and marketing purposes.

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Schedule -E : Miscelleneous Services

26. Other services and options available and provided by Eurekaa are listed as below:

26.1 Web Promotion
26.2 Flash and Sound effects as special features of Web design
26.3 Re Design
26.4 Banner Designing
26.5 All and such other such services not included in any of the above (as mentioned or described in Eurekaa’s Website) and at all times provided and/ or to be provided by Eurekaa at a future time.

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