Terms and Conditions 1. Definitions In these terms and conditions the following words and phrases shall have the following meanings: 1.1 "the Acquired Material" shall mean services, software, information and other content accessed through the Service and provided by parties other than Base Enterprise. 1.2 "the Agreement" shall mean the agreement between Base Enterprise and the customer for the provision of the Service, the full terms of which are contained in the these terms and conditions 1.3 "the Signup Form" shall mean the signup form included herewith or sent as part of a contract agreement. 1.4 "Business Customer" shall mean a Customer which is approved by Base Enterprise as being a business customer 1.5 "the Charges" shall, in respect of both business Customers and non-business Customers, be at the rate which is published by Base Enterprise from time to time. 1.6 "the Customer" shall mean the person, company, partnership or other legal entity whose name and address is set out in the Sign up Form 1.7 "Minimum Subscription period" Shall mean a 12 month period over which the Agreement will run. 1.8.2 in respect of a business Customer, the employees, servants and authorised agents and contractors of the Customer 1.9 "the Service" shall mean the Base Enterprise design, hosting and development service 1.10 "Base Enterprise" shall mean Base Enterprise Limited, Wealdon House, Lewes Road, East Grinstead and shall include its successors in title.   2. The Service 2.1 Base Enterprise reserves the right at its sole discretion from time to time to modify the Service to fit within costs and time-frame and customer requests beyond initial specification.   3. Charges 3.1 The yearly charges for hosting are payable in advance 3.1a The Full amount of the service shall be deemed payable on completion of service set out in the Agreement 3.2 All sums which remain outstanding under the terms of the Agreement will accrue compound interest at the rate of one and one-half percent (11&Mac218;2%) per month. 3.3 Base Enterprise reserves the right to alter the published or agreed upon rates of the Charges at any time upon giving the Customer 7 days notice in writing or electronically via e-mail or fax of any increase. An increase would be deemed necessary if development time was hampered or extended due to customer lateness. This would be incurred if the information requested was not made available and development time was extended beyond reasonable time to execute. By reasonable is meant not past 14 days of prior request for content or material required to complete the task at hand. 3.4 Any provision or condition written or otherwise howsoever endorsed on the Customer's completed Application Form or enclosed on any document (of whatever nature) enclosed with the Customer's completed Application Form which is in any way inconsistent with, or adds to, the provisions of the Agreement, shall be null and void notwithstanding any acknowledgement of a Customer's completed Application Form by Base Enterprise. 3.5 A 50% sum of agreed amount Cancellation charge will apply for orders cancelled. 3.6 Where the required purchases are not adhered to as set out in the original agreement - in regard to software of hardware required to carry out the service, Base Enterprise can make the request for final payment, this is not to be construed that the work will terminate only that the payment will be due and the current work that was scheduled and undertaken will be reassigned a new schedule and date of completion suitable to schedules and timetables available. 3.7 All software created by Base Enterprise LTD. shall be delivered and acted upon in accordance with the technology agreement whether requested or supplied by any client requiring software development. Click here for a copy of the technology agreement - this agreement forms part of the terms and conditions entered in by any customer whether notified implicitly or not . 4. The Customer and the Customer's responsibilities 4.1 The Customer warrants that, unless the Customer is a business Customer, the Customer is 18 years or older. 4.2 The Customer is responsible for and must purchase or otherwise provide all telephone and other equipment and services necessary to access and use the Service otherwise prior agreement states otherwise. 4.3 The Customer agrees and acknowledges that the Customer is responsible for installing, establishing and setting up, and for verifying and maintaining, the account, options, settings and other parameters under which the Service is used including (without limitation) all related passwords and user identification. 4.4 The Customer confirms that usage of the Customer's account with Base Enterprise is the Customer's own responsibility.   6. Copyright and licences For more information please click here. 6.1 Base Enterprise reserves all copyright and other rights in and to any content available through the Service and which is identified as, claimed by Base Enterprise as, or known by the Customer to be, proprietary to Base Enterprise or its licensers. 6.2 The content on the Service is protected under applicable copyright law (including as a collective work) until signed over to the customer. Base Enterprise holds the rights to all source code and intelectual rights therein. The Customer purchases a working representation of the required specification and not the code of know how of it's creation All copying, modification, distribution, publication or other use by a Customer of any such content or other works is prohibited, except with the prior written permission of Base Enterprise. 6.3 The Customer grants to Base Enterprise and its designated licensees, transferees, designees and contractors a non-exclusive, paid-up, perpetual and world-wide right to copy, distribute, display, perform, publish, translate, adapt, modify and otherwise use in connection with Base Enterprise's business and that of its designated licensees, transferees, designees and contractors all software, files, information, communication or other content placed on, in, over or through the accessible areas of the Service, regardless of the medium, technology or form utilised by Base Enterprise in exercise of this grant. 6.4 Subject to the grant contained in clause 6.3 above each customer who places software, files, information, communications or other contents on the Service retains any rights which the Customer has in such content.   7. Use and control of information 7.1 The Customer warrants that it has entered a sufficient registration with the Data protection office and that it will comply with the Data protection principles. 7.3 Information generated by or in connection with Base Enterprise's administration of the Service shall be and remain the exclusive property of Base Enterprise. Base Enterprise may also from time to time provide online, telefax, telephone, email, mail and other communications to its customers and users on matters pertaining to the Service, its features, its sponsors or its use without compensation to the or reimbursement of costs for doing so, but shall do so reasonably and in good faith. Customers acknowledge that communications with Base Enterprise, its representatives and its contractors may be monitored or reviewed for quality control and other reasonable business purposes.   8. Exclusion of liability by Base Enterprise LTD 8.1 Nothing in these terms and conditions shall limit Base Enterprise's liability for death or personal injury resulting from its negligence or that of its employees, agents or contractors while acting in the course of their employment. 8.2 Neither Base Enterprise nor any of its information or content providers, service providers, licensers, employees, agents, or contractors shall be liable for any direct, indirect, incidental, special or consequential damages arising out of the Customer's use of the Service (including, for the avoidance of doubt, all and any claims relating to Acquired Material and any other content available through the Service), or inability to use the Service, or out of any breach of any representation or warranty. 8.3 Without prejudice to clause 8.2 above any liability whatsoever of Base Enterprise in connection to the Agreement shall be limited to the charge paid by the Customer, or, if the Customer is a business Customer, to a figure which equals the total Charge paid by the Customer over the preceding 12 months or shorter period, whichever is applicable. 8.4 Base Enterprise does not endorse or in any way vouch for the accuracy, completeness, truthfulness or reliability of any service, opinion, advice, communication, information or other content on or made available through the Service. None of such content should be construed or understood to constitute or reflect the views or approval of Base Enterprise. Base Enterprise does not recommend that such content be relied on for reaching important decisions or conclusions without appropriate verification by the customer or user and, as appropriate, professional advice. 8.5 Customers expressly agree that the use of the service is at their sole risk. Neither Base Enterprise nor any of its information or content providers, service providers, licensers, employees or agents warrant that the service will be uninterrupted or error free; nor does Base Enterpriseor any of its information or content providers, service providers, licensers, employees or agents make any warranty as to the results to be obtained from use of the service. 8.6 The service is distributed on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties of title or implied warranties or merchantability or fitness for a particular purpose or otherwise, except for those warranties, if any, which are implied by, and incapable of exclusion, restriction or modification under, the law applicable to this customer agreement.   9. Indemnity 9.1 The Customer agrees to indemnify Base Enterprise against all claims, liability, damages, costs and expenses (including but not limited to legal expenses) arising out of or related to: 9.1.1 the Customer's breach of the Agreement; 9.1.2 the Customer's placement on or over, or retrieval or communication from or through the Service of any software, file, information, communication or other content.   10. Variation 10.1 Base Enterprise reserves the right to vary or alter these terms and conditions upon the giving of at least 28 days notice in writing, such alteration or variation to take place on the date when the Customer's next payment for Charges becomes due.   11. Termination 11.1 Base Enterprise may terminate the Agreement at any time with immediate effect upon the giving of written notice to the Customer. 11.2 The Customer may terminate the Agreement at any time by giving 28 days notice in writing to Base Enterprise at the address stated in clause 1.10 above, or such other address notified by Base Enterprise in writing or electronically to the Customer. If 28 days notice of cancellation in writing is not received, then the Agreement will roll over for a further period of 12 months and will be due and payable. 11.3 If the Customer gives notice of termination to Base Enterprise which expires during the Minimum Subscription Period, the Customer must pay to Base Enterprise a sum equal to the outstanding Charges for the entirety of the Minimum Subscription Period, such Charges to be calculated at the rate then current on the expiration of such notice period.   12. Delegation 12.1 Base Enterprise may authorise or allow its contractors and other third parties to provide to Base Enterprise and/or to the Customer services necessary or related to the provision of the Service and to perform the obligations of and exercise the rights of Base Enterprise under the Agreement and, if applicable, to collect Charges on Base Enterprise's behalf.   13. Severability 13.1 If any term of this Agreement or its application is judicially or otherwise held to be invalid or unenforceable or if the parties mutually agree in writing to any variation or revision of this Agreement the remainder of this Agreement and its application shall not be affected and this Agreement shall remain in full force and effect.   14. Waiver 14.1 No failure by Base Enterprise to exercise and no delay in exercising any right, power or privilege under the Agreement shall operate as a waiver nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of it or the exercise of any other right, power or privilege. The rights and remedies provided in the Agreement are cumulative and not exclusive of any rights or remedies provided by law.   15. Complete Agreement 15.1 This Agreement constitutes the entire agreement between Timewarp and the Customer and supersedes all representations, proposals, inducements, assurances, promises, agreements and other communications with respect to the subject matter hereof. 15.2 The Agreement can only be amended in the manner expressly provided for in these terms and conditions.   16. Notices 16.1 Unless otherwise stated any notice given under the Agreement shall be in writing either delivered personally at or posted by first class post to the address of the office or registered office of the party notified or electronically (meaning by e?mail or publication over the Service). 16.2 All notices which are posted shall be deemed to have arrived 48 hours after the date of posting. 16.3 All notices which are sent electronically shall be deemed to have arrived 24 hours after they are transmitted.   17. Force Majeure 17.1 Base Enterprise shall not be liable for any delay or failure to perform any part of the Agreement to the extent that such delay or failure is caused by fire, flood, weather, explosion, accident, war, strike, embargo, government requirement, civil or military authority, Act of God, civil unrest, inability to secure material or labour or any other cause beyond its reasonable control.   18. Headings 18.1 The headings in these terms and conditions are for information only and do not form part of the Agreement.   19. Governing law 19.1 This agreement shall be construed in accordance with the laws of England and Wales.   No guarantee is made for any software or hardware recommended either in person or by means of links from this site. You are required to verify that all information gathered or advises given are apt and suitable and do not compromise your business or personal financial structures. Disclaimer for links In a general valid judgment from the 12. May 1998 about the “Liability for links” the county court of Hamburg had decided that everybody may have the liability for the contents of another website by linking the other website to its own website. The liability can only be avoided, if oneself disassociate from the contents of the linked websites. “We herewith disassociate explicit from the contents of each single website which may be linked from our website; we are not responsible and therefore not liable for the linked websites.” close