Terms and Conditions
of the wordserver™ 2.0 Service Agreement
Version 2.02 updated 11.08.05

Thank you for choosing wordserver 2.0. Please read these terms and conditions carefully. When purchasing, and using wordserver software and related services from astutech ltd, you are entering into a contract that binds you and us in various ways. We believe that the obligations between you and us should be clear, concise and fair.

This user agreement is separated into two parts as follows:
Part 1: wordserver 2.0 Subscriber Service Agreement
Part 2: Referral Programme Service Agreement

It is important that you read both Parts in conjunction as we require that you accept both parts before the software licence can be granted.

Applicable Law
These Terms and Conditions shall be governed by, and construed exclusively in accordance with English law. Any dispute arising under these Terms and Conditions shall be subject to the exclusive jurisdiction of the English courts and, by purchasing any wordserver software licence you hereby submit to and waive any objections to the jurisdiction of such courts.


Part 1

wordserver 2.0 Subscriber Service Agreement

This agreement was last updated on 4 August 2005

Introduction
wordserver is the trade name for astutech’s online web site design and content management software written, designed, and maintained by astutech ltd.

The purpose of the software is to enable the Subscriber to design, create, host and maintain their web site.

You, your company, partnership or other entity, the “Subscriber”, has undertaken to utilise the system for the construction and maintenance of one web site for each accepted licence application.

It is agreed that:
These terms and conditions form the Agreement between astutech ltd and the Subscriber.

1. Definitions and Interpretation
1.1 By placing an order You, the Subscriber, agree to be bound by the terms and conditions of this Agreement.

1.2 In these terms and conditions (unless the context otherwise requires):
“Order” refers to any request by the Subscriber to purchase a wordserver software licence and or products and services supplied by astutech ltd or one of it agents.

“Online Order” refers to the purchase of wordserver using a credit/debit card or PayPal account or the pay by cheque option via our web site.

The “Contract” or “Agreement” refers to these terms and conditions and any other document that relates to the contract between you and us for the provision of the Services.

“Commencement Date” refers to the date on which account activation takes place and payment for set-up, including the first Subscription Period charge, becomes due.

“Cancellation Notice” refers to the period of time that we require from you to terminate this agreement.

“Renewal date” refers to the anniversary of the Commencement Date when the subscription renewal payment is due.

“We”, “Us” and “Our” refers to astutech ltd of 26 Taylor Avenue, Norwich, NR4 6XY (registered office), registered in England under company number 3817041.

“Subscriber” refers to You, whether an individual, company, or organisation, who has entered into this agreement to purchase the latest version of wordserver with the purpose to use the software to produce and or to maintain your web site for publication on the World Wide Web.

“User” refers to You, the Subscriber, or an agent or representative of You to whom You have granted access to the system. All Users must agree to these terms and conditions before using the software, and by granting access to a User, the Subscriber and the User therefore consent to be bound by this agreement.

“Visitor” or “Visitors” refers to independent third parties accessing the Subscriber’s Web Site on the Internet using web site browser software.
“You” or “Your” refers to the Subscriber or Users to whom you have granted access.

“Agent” refers to authorised representatives of astutech ltd who offer or provide the Service or any related service to you.

“Web Site”, “User Web Site” or “Subscriber’s Web Site” refers to the web site owned by the Subscriber that is maintained using the wordserver software and administration system.

The “Subscription Period” is for one year (12 months) from the Commencement or Renewal date.

The “Notice Period” to terminate this agreement is a minimum of 30 days before the Renewal date.

“Service” or “Services” refers to the provision of the Software, Hosting, ISP products and other products and service provided by astutech for the purpose of maintaining your web site.

“Software” refers to the web site design and content management system that is held on our servers for the purpose of providing the service including the administration system and databases.

“ISP products” refers to all related products and services provided by us for the purpose of hosting, monitoring, and maintaining your web site including but limited to: Domain name registration and renewal; live online statistical analysis software; email virus scanning, personal email control panel; graphics optimisation and editing software; and hosting of these products.

“User Domain Name” refers to the domain name selected by You for use as Your hosted web site URL. During the application, you are asked to verify your chosen external domain name. This can be either a domain name owned by You that you have authorised us to transfer to our servers, or one that has been chosen by You and is to be registered for You by astutech at additional cost to You subject to availability.

“Administration System” refers to the online administration screens that are used to build and edit the User Web Site, or to access and edit Subscriber account information.

"Designated e-mail address" means the e-mail address provided by You for all communications in connection with this service, including but not limited to supply of username and password, reminder of password, renewal notices and product updates.

“Customer ID” is a unique customer identifier that will be assigned to your account. For security purposes you must use this in all correspondence with us.

"Prohibited Material" includes but is not limited to the following:
(a) content which is defamatory, libellous, obscene, pornographic, offensive, racist, sexist, illegal, criminal or unduly disparaging to any individual, business, country, religious group or other entity, or is otherwise offensive in any way so as to create the possibility of legal, commercial, religious, or political problems;
(b) material that is otherwise inappropriate or harmful to minors;
(c) data knowingly containing any computer software viruses or other programs designed to destroy, interrupt or limit the functionality of computer hardware, software or telecommunications equipment;
(d) content that is deliberately inaccurate, incomplete, outdated or misleading or is likely to lead to confusion or misunderstanding amongst visitors to the Web Site or source material referred to by the Subscriber or User within the Web Site; or
(e) any material that astutech may deem inappropriate, at its sole discretion;
(f) the material used must not infringe the rights of third parties, especially no patent, authorial or copyright material, brand or other commercial property rights or general personal rights;
(g) email sent repeatedly without the express, previous permission of the recipient of the email (spam emails).
(f) Zip files, EXE (programme) files and MP3 (music) files are not permitted.

“Source Code” refers to the HTML, programming scripts and other source page code that is created using the software.

“Account Balance” refers to the balance of commissions earned by you via the Affiliate and Referral Programme. Commission is credited to your account for use as a payment against astutech products and services, or if requested, a direct payment to you (subject to conditions – see Part 2).

The object of the “Referral Programme” is to enable existing Subscribers of wordserver software to benefit from recommendations that result in successfully completed activations of new wordserver Subscriptions. See Part 2.

1.3 This Agreement relates to a single wordserver licence. The licence and Web Site is limited to use on one User Domain only. A separate licence must be accepted and relevant payment made for each separate web site.

1.4 Headings and sub-headings in this Agreement are for convenience only and do not affect its construction.

1.5 Reference to a Clause is to a clause in this User Agreement or the Referral Programme service agreement.

2. Domain names
2.1 On receipt of your Order, we will begin the process to activate your account including domain name registration or domain name transfer, whichever is applicable.

2.2 If the Subscriber has a User Domain Name to transfer, we will endeavour to process this and enable it for use on our server with wordserver in the shortest possible time. However, we cannot be responsible for delays caused by third parties or other circumstances beyond our control. Some contact by email or telephone may be necessary to complete the transfer.

2.3 The Subscriber will need to authorise, or arrange authorisation for the transfer of the domain name and will be responsible for costs, if any, charged by the ISP, registration authority or other organisation holding the name before the transfer.

2.4 New User Domain Names submitted for registration will usually be available for use within 2 working days. We cannot be held responsible for delays caused by third parties such as the registration authorities or agents.

2.5 When a new or transferred User Domain Name becomes active, the account will be setup and activated and You will be notified by email with your unique secure login details. The activation date is same as the Commencement Date.

2.6 In the case of a Termination of this agreement by either party, Domain Names can be released for transfer on request without charge provided all Subscriber Account payments are cleared at the time of transfer.

2.7 In the event that any part of Your account with Us remains outstanding when a Domain Name transfer request is received, We reserve the right to refuse transfer until payment is made in full.

2.8 All Domain Name registrations and subscriptions to further services including but not restricted to Live Statistics, Email Virus Scanning or Email Control Panel, must be paid for at the time they are requested, and then in advance of each renewal date.

3. Usernames, passwords and security
3.1 During the order process the Subscriber will be asked to supply a Username for their use when accessing the administration systems.

3.2 The order process will require the Subscriber to specify an Email Address that can be used by us to supply a Password to allow you to login to the Administration System when the account is activated. You should ensure that the emails sent to the email address provided for this purpose will only be seen by authorised to access your wordserver account. The passwords will be required for access along with your chosen Username. The password will be generated by Us during registration and may only be supplied via email once a relevant payment has been cleared and the chosen design (where applicable) is set-up.

3.3 The Account Details section in the administration system will enable the Subscriber to change their Password to be more relevant and memorable. Passwords must be at least six (and preferably 8 or more) characters in length numbers, letters or combination of both.

3.4 All User Names and Passwords will be kept confidential by Us and must also be kept confidential by You and all Users granted permission by You to use the system.

3.5 We will reasonably endeavour to ensure the security of the Subscriber Web Site and prevent access from anyone other than persons in possession of a valid username and password. We cannot accept liability for any failure by You or anyone granted access by You to keep the login information secure, or for any breach of security caused by third party hacking or other means of unauthorised access to any part of the wordserver system, that could not have been reasonably prevented by adequate security measures taken by Us. We shall otherwise be responsible for security of the wordserver system.

4. Provision and Availability of Service
4.1 The software, services, tools and administration system shall be provided by Us as set out in these terms and conditions.

4.2 We will endeavour to ensure that the wordserver Administration System is available for Subscriber access at all times, excluding only scheduled periods of essential System maintenance, where such maintenance is reasonably necessary, and where the scheduling of that maintenance is notified to You in advance.

4.3 Notification of scheduled maintenance will be by email to the Subscriber’s designated email address.

4.4 However, astutech’s guarantee of service will be limited to 99% availability and cannot be held responsible for any access failure beyond its control, such as the acts or omissions of third parties, telecommunications failures or force majeure.

4.5 It may be necessary in certain circumstances to carry out emergency unscheduled maintenance without prior notice. astutech ltd accepts no liability for such circumstances where the cause is beyond its reasonable control as outlined in clause 4.4.

4.6 If in the unlikely event that the Administration System is inaccessible for longer than is reasonably acceptable, or should We not meet Our obligations as set out in Clause 4, a credit of the equivalent of one day subscription charge will be applied to the Subscriber’s account for each separate occasion. Credits will be used to offset future upgrade or subscription charges and will be automatically notified to the Subscriber.

4.7. The Provision of Service includes the Affiliate Referral Programme.

5 Limitation of Service
5.1 All Users will be required to have Internet Explorer 5.5+ installed on their PC’s in order to access and operate the administration system. This is due to technical requirements of the service that are not available in earlier versions of the Browser or in other Browsers such as Netscape Navigator.

5.2 The live version of the Subscriber Web Site is not affected by the browser type but is compatible with all well-known current browsers and older browsers at least to IE4 and Netscape 4. While every reasonable effort is made to ensure compatibility with all browsers some minor variation in display is possible with some settings.

5.3 Where any variation between browser display is present and notified to us, We will endeavour to resolve the problem in reasonable time, but accept no liability where we are unable to resolve it due to technical differences between Browsers or any other third party software.

5.4 Internet Explorer 5.5 is not available for the Apple Macintosh Operating System and therefore users of such equipment will not be able to use the Administration System of wordserver as outlined in clause 5.1.

5.5 The live version of the Subscriber Web Site is compatible with browsers on the Apple Macintosh operating system with the same restrictions as outlined in clause 5.2 and 5.3. In addition astutech accepts no liability for further variations that cannot be resolved due to technical differences between PC’s and Apple Macintosh equipment.

6. Hosting of Subscriber Web Site
6.1 We will endeavour to ensure that the Subscriber Web Site is available for public access at all times, excluding only scheduled periods of essential system maintenance, where such maintenance is reasonably necessary, and where the scheduling of that maintenance is notified to You in advance.

6.2 Notification of scheduled maintenance will be by email to the Subscriber’s designated email address.

6.3 However, Our guarantee of service will be limited to 99% availability and cannot be held responsible for any access failure beyond its control, such as the acts or omissions of third parties, telecommunications failures or force majeure.

6.4 It may be necessary in certain circumstances to carry out emergency unscheduled maintenance without prior notice. astutech ltd accepts no liability for such circumstances where the cause is beyond its reasonable control as outlined in clause 6.3

6.5 If in the unlikely event that the Web Site is inaccessible for longer than is reasonably acceptable, or should We not meet Our obligations as set out in Clause 6, a credit of the equivalent of one day subscription charge will be due. This will be applied to the Subscriber’s account for each separate occasion by delaying the renewal date by one day on each occasion. Credits will be automatically notified to the Subscriber.

6.6 Where this affects both the admin area (clause 4) and the Subscriber Web site during the same period, the credit will be applied once only.

7 Hosting and storage limits
7.1 The maximum allowable hosting capacity is a total of 50 Mb per Subscriber Web Site separated into 25 Mb for file uploads and 25 Mb for graphics uploads. The level of usage can notified to You on request. Further capacity can be leased from Us at any time, payable in advance, pro rata, to run consecutively with this licence.

7.2 The Web Site may not be used for the purpose of storage of any data that is unrelated to the Web Site.

7.3 All data files must be in active use except where the files are being prepared for use on the Web Site or where they are temporarily suspended prior to being re-activated. The period of inactivity in these cases is limited to 60 days.

7.4 Any application for a longer period of hosting for inactive data or files must be made in writing to Us and we will consider each case separately.

8. Fees and Payment
8.1 All initial payments must be made by one of three methods:
1. online using a credit/debit card or paypal account
2. by cheque made payable to astutech ltd (Suite 2, Keswick Hall, Norwich, NR4 6TJ)
3. by electronic bank transfer (details will be supplied on your invoice sent by email).
All payments must be cleared before the set-up process can begin.

8.2 Set-up will take 3-5 working days from the receipt of the appropriate cleared funds and when confirmation is received that your chosen domain is available for use on our servers by either the transfer or new purchase method described during the sign-up process.

8.3 On completion of the set-up process you will receive a Confirmation Email to your designated email address with your Username and your new Password. Your web site will be ready to use.

8.4 To receive your Confirmation Email and activate your account, payment must be received for the following products or services:
a) The standard set-up fee,
b) Your chosen design template (if applicable)
b) Hosting for year one (the first subscription period), and
c) All selected ISP services including domain name registration
Domain name transfers are provided free at our discretion.

8.5 All other services supplied by us, such as design work, must be paid for on completion. We reserve the right to request a 50% advance payment for some work.

8.6 At 45 days before the end of each Subscription Period for which you have made a payment, we will notify you via your designated email address or via the administration login screen, or both, that a new Subscription Payment will be due on the Renewal Date. You will have the option to pay by credit/debit card online, by cheque or bank transfer. You must ensure the balance required is received and cleared by us on or before the renewal date.

8.7 Following account activation, payments for additional products and services, upgrades or renewals may be made in part or in full using credits from your Referral Balance, if such credits are available and if certain conditions set out in Part 2 are met. If the Referral Balance is less than the total amount payable you must pay the balance using one of the methods listed in 8.4.

8.8 Should any or part of any payment due by the Renewal Date not be complete on the Renewal Date, the Subscriber will be notified at the Designated Email Address that payment must be completed within 7 days of the Renewal Date. If payment is still not received the web site may be withdrawn from public view and maintained for a maximum period of 21 days offline until payment is received. All reasonable efforts will be taken to contact You to ensure continuity of service during this time. Thereafter astutech reserve the right to terminate this agreement and remove all files from our servers without further notice.

8.9 astutech will not be able to release domain names for transfer until all payments are cleared.

8.10 We will endeavour to make all our charges, renewals, and payment information as clear and precise as possible and all prices will be published on our web site. By accepting this Licence you agree to accept all published charges that apply to your account.

8.11 All charges are subject to VAT. VAT invoices will be supplied by email to the Subscriber’s designated email address.

9 Content and Editorial Control
9.1 astutech reserve the right to remove content from the Subscriber’s Web Site without notice at its sole discretion if in astutech’s opinion the Web Site contains Prohibited Material. If such action is taken, astutech will notify the Subscriber and explain the decision.

10 Promotion of wordserver Software
10.1 The Subscriber agrees to take part in the wordserver Affiliate and Referral Programme as described in part 2 of this licence agreement.

10.2 The Subscriber agrees to the automated placement of the wordserver logo with a link to wordserver.co.uk on each page of the Web Site for the purpose of promoting wordserver software.

10.2 The Subscriber agrees to allow astutech to track the originator of referrals by using a unique programme code (a Cookie) that may be placed on the Visitor’s computer when he or she activates the wordserver.co.uk link. This process is automatic and as such the Subscriber is unable to opt out or deactivate the feature.

10.3 Users must accept that cookies can be placed on their Visitor’s computers and You are responsible, if you choose to, for notifying visitors that cookies are being used to track their usage of wordserver.co.uk should they use a special link to Us on your site.

10.3 astutech will comply with Clause 11 below and ensure all data collected is used for internal purposes only and no information will be passed to third parties whatsoever except in respect of a legal or statutory requirement placed upon us to do so (see clause 12.1(c)).

10.4 You agree that astutech ltd may use your web site, its design and content in promotional material to promote wordserver and astutech products and services without restriction.

11 Privacy and Data Protection
astutech ltd and the Subscriber each acknowledge and shall be responsible for ensuring their own compliance with the UK Data Protection Acts 1998 or subsequent UK legislation.

12 Use of your personal data and information
12.1 We and our staff or our agents may use any information you provide to us or we hold about you to:
(a) assist us in the provision of the Service to you.
(b) contact you with information about service upgrades, or other products and services offered by us or our agents. We will not contact you in this way if you indicate that you do not wish us to do so.
(c) carry out a process or disclosure connected with a legal, government or regulatory requirement on us to do so.
(d) carry out processes connected with the day to day operation of our business including but not limited to maintenance, training, systems monitoring, quality control or in connection to a transfer of our business in respect of which you are a customer or potential customer

12.2 If you would like us to confirm what information we hold about you please write to: Ref. Data Protection, astutech ltd, Suite 2, Keswick Hall, Norwich, NR4 6TJ or email us (dataprotection@astutech.com) quoting your full name or business name, postal address, and your customer ID. We may charge an administration fee of up to £10. You may also telephone or email us to correct or amend any information that we hold about you.

12.3 If you wish for us to stop using your personal data to carry out the purpose set out in 12.1 (b) please contact us by email (wsmailings@astutech.com) or by writing to: Ref. wordserver mailings, astutech ltd, Suite 2, Keswick Hall, Norwich, NR4 6TJ.

13 Intellectual Property Rights
13.1 You (The Subscriber) are responsible for ensuring that the material used on Your Web Site does not infringe the intellectual property rights of any other party. You must own the copyright or have permission from the copyright owner for all material published on your Web Site.

13.2 You will keep astutech fully indemnified against all reasonable costs, claims, expenses, judgements and liabilities suffered by astutech howsoever arising through infringement of third party intellectual property rights in any software or other material you have combined with the wordserver software when astutech is performing its obligations in accordance with this Agreement.

13.3 All intellectual property rights or any equivalent rights of any nature created during the Provision of Service are the property of astutech. You hereby assign all right, title and interest in all such intellectual property rights to astutech.

13.4 Nothing in this Agreement shall prevent or restrict astutech from using and exploiting any intellectual property rights, techniques, tools, ideas or know-how created, used or developed during the Provision of Service for any purpose whatsoever.

14 Copyright of Source Code and Design
14.1 All Source Code associated with the software and the Web Site remains the property of astutech at all times. No copying or reproduction, in part or whole, of the Source Code is permitted during the licence period or any time after the termination of the agreement.

14.2 The software is available for use in conjunction with the Subscriber web site only and the output (the Web Site pages) may not copied, captured or disassembled for use in any other way except for the purpose of promoting your wordserver web site via printed copy, textual links via the Internet or linked static graphical representations of the site.

14.3 The Web Site is produced by wordserver software under licence and as such cannot be transferred by you to another service provider.

14.4 By selecting a design template during set-up or later changing or adding a new design template you are buying a licence to use that design or designs for the life of the agreement. The copyright of all design templates will remain the property of astutech ltd and we may assign the same design to one or more other Subscribers without restriction.

15 Confidentiality
The Subscriber and all Users agree to treat all data, advice and any information supplied as part of this agreement in the strictest confidence at all times and respect design and intellectual copyright of astutech ltd and other wordserver Subscribers.

16 Multiple registrations
16.1 Subscribers may order one or more wordserver licences and in each case a set-up fee, annual hosting fee and charges for additional services (where applicable – see clause 8 Fees and Payment) will be payable.

16.2 The full set-up fee will be payable for the first registration and all subsequent registrations will qualify for the equivalent Referral Commission (currently £50 exc. VAT). A new application will be required for each new registration.

16.3 A unique Existing Customer Affiliate Code will be assigned to you following the first registration. The set-up fee for all further licences will be reduced by £50 (exc. VAT) when the Existing Customer Affiliate Code is used in place of the customer number in the Affiliate code box.

16.4 The Existing Customer Offer Code replaces the Affiliate code and may not be used in conjunction. You are responsible for ensuring you use the correct code assigned to you at the time of the first referral.

16.3 Existing Subscribers may register for one or more additional user licences via telephone (01603 251300), or email (sales@wordserver.co.uk). The set-up fee for existing customers will be reduced by the equivalent Referral Commission for each new registration and will be shown on your invoice.

17 Term and Termination
17.1 This Agreement shall commence upon your indication that you have accepted this agreement by placing an order via a form on our web site, or by post, or by email, or otherwise in writing or verbally by telephone or otherwise verbally, and shall continue unless terminated in accordance with the terms and conditions of this agreement.

17.2 The standard term for each subscription period is 12 months and the notice period to terminate this agreement is a minimum of 30 days before the renewal date.

17.3 We may terminate this agreement if you do not comply with its terms and conditions.

17.4 You may terminate this agreement outside of the notice period if we are unable to meet our obligations in the terms and conditions and we can be reasonably deemed to be at fault for the failure of service.

17.5 No refunds can be made in the event of a termination of this agreement for any part of the service including the set-up fee, hosting, provision of ISP products, design work or any other service or product provided by astutech.

18 Consequences of Termination
18.1 Termination of this agreement by either party will lead to the following:
(i) The Subscriber’s Web Site will be removed from public view and held inactive on our servers until the usual annual Renewal Date. The Subscriber may apply to reactivate the Web Site at any time during this period and will be liable for the annual hosting and service fee from the Renewal Date. A nominal one-off reconnection fee of £25 + VAT will be required before the service resumes.
(ii) If no request to continue the service is received, the Web Site and all associated files on our servers will be deleted on the Renewal Date. However, the Subscriber may request in advance of the Renewal Date that the web site is held inactive for longer and the normal annual hosting and service fee will be payable in advance for each whole or part year that the web site is inactive. The Subscriber may apply to reactivate the Web Site at any time during this period and a nominal one-off reconnection fee of £25 + VAT will be required before the service is resumed.
(iii) While the Web Site is inactive as described in (i) and (ii) above, astutech’s responsibility will be restricted to the safe storage of the Web Site and its related files. No other part of this Agreement will be applicable until the Service is resumed.
(iv) Any credit balances over £100 after all relevant fees are cleared (where applicable) will be paid 30 days after Termination Date.
(v) Referral balances up to £100 will be paid on the Renewal Date if the account is to be deleted. If the account is to remain on our servers at the request of the Subscriber, Referral balances will be used to continue crediting annual hosting until the account is permanently deleted or the balance is reduced to zero. After which any remaining fees will be payable by the subscriber.
(vi) In the event that there are outstanding commissions, the method of credit will be via the original credit/debit card or by cheque at our discretion.

19 Liability
19.1 Nothing in these terms shall exclude or limit our liability for death or personal injury caused by our negligence or that of our agents, or any liability arising under Part I of the Consumer Protection Act 1987.

19.2 Nothing in this agreement shall impose any liability on us in respect of non-performance of service that are not performed in accordance with the Agreement where such non-performance is directly or indirectly due to your acts, omissions, negligence or default.

19.3 Neither astutech or any Agent of astutech shall be liable for any loss that is not reasonably foreseeable nor any loss calculated by reference to profits, income, or business or loss of such profits, income or default.

19.4 We agree that we shall be liable to you in accordance with clauses 4 and 6 above if the System or Web site respectively is unavailable for 1% or more in any one day and that such availability is due to our fault. For each day that is so affected our liability shall be limited to the equivalent service charge incurred by you of one day. Such liability will be paid by us as a credit against your future charges.

19.5 The aggregate liability of us or our Agent (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to you for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstance shall exceed £500 for any one incident or series of related incidents.

20 Transfer of service
20.1 We reserve the right to assign, sub-contract or transfer the whole or part of the contract at any time. We will contact you in such circumstances and explain our decision.

20.2 Should you wish to transfer your website to a third party hosting company, you may only transfer the static pages of your site and will lose access to the administration system. A fee for release of copyright will be charged based on the total period of your subscription. Additionally a transfer fee will be charged to prepare your pages for transfer to your chosen provider.

20.3 The charge for release of copyright is £750 + VAT, less £99 (exc. VAT) for each complete subscription period paid, to a minimum of £250 + VAT. The transfer fee for preparation of your pages is £100 + VAT.

21 General
21.1 We may change these terms and conditions at any time. We will notify you of any change by emailing you and/or publishing them on our web site currently located at www.wordserver.co.uk. Where any such change may disadvantage you or result in an increase in charges or a significant change in the provision of service we will bring the specific change to your attention.

21.2 These terms and conditions represent the whole contract set out between you and us for the provision of the Service and supersedes any previous agreements, contracts and understandings between us.

21.3 If any specific clause in this contract shall be held to be invalid or shall not apply to the Contract all other clauses shall continue to apply in full force and effect.

Part 2

The wordserver 2.0 Affiliate & Referral Programme Service Agreement

This agreement was last updated on 4 August 2005

General
The object of the referral programme is to enable existing Subscribers of wordserver software to benefit from online referrals or recommendations that result in successfully completed activations of new wordserver Subscriptions.

The referral programme works in two main ways:
• Automatic web link referrals
• Subscriber recommendations

Automatic Web Link Referrals
Every wordserver web site displays the wordserver logo on each page and a link to the wordserver.co.uk site. These links contain a unique code containing the Subscriber’s customer ID. When a visitor to your web site clicks on the link to the wordserver site, a check will be made to determine whether there is already a wordserver cookie on the visitor's PC. If the visitor has not previously clicked to view the wordserver website, a cookie with your customer ID will be placed on the visitor's PC if cookies are permitted by that visitor. The  cookie added by wordserver software is a small, safe text file to enable us to track who has clicked through to wordserver and from which site.

Any such user who places an order via a registration form on the wordserver site will automatically notify your customer ID to us. Once payment is received and the set-up of a new wordserver account is completed, your referred Subscriber will earn you the £50 (exc. VAT) credit which will be added to your Affiliate Account Balance. The new Subscriber will then be eligible to join the programme.

Offline Subscriber Recommendations
You are encouraged to recommend wordserver to anyone who you think will benefit from it. In return we will offer you the £50 (exc. VAT) credit if they place your unique Affiliate Number in the Affiliate Code text box on the online registration form.

Alternatively your referred Subscriber may place an order by Telephone, Email or Post quoting your Affiliate Number.

In either case, once payment is cleared and the set-up of a new wordserver account is completed, your referred Subscriber will earn you the £50 (exc. VAT) credit which will be added to your Affiliate Account Balance. The new Subscriber will then be eligible to join the programme.

Definitions
The following General Terms and Conditions are intended for wordserver Subscribers (hereafter, "Referrers" or “Affiliates”) who wish to participate as Referrers in the Affiliate and Referral Programme provided by astutech ltd in relation to wordserver software.

“Referral” describes the process of recommending wordserver to Third Parties with the intention that they also buy a wordserver licence to operate their own web site(s).

A Referral is complete and a single commission becomes due to you, the Referrer, when the Third Party orders one or more wordserver software licences, while accepting the terms of the licence agreement as set out in this document, and astutech receives a cleared payment for all requested services, while the Third Party must also have communicated your customer details to us in one of the methods set out above.

“Commission” or “Credit” is the payment made by us in the form of a credit to your Affiliate Account when your recommendation has resulted in a new completed Referral.

“Official Link” refers to the code that is placed on the Referrers Web Site by the wordserver system that directs a visitor to wordserver.co.uk. The Official Link contains a unique code that enables astutech ltd to track the Referred visitor and assign completed Affiliate Referrals to the Referrer’s Affiliate Account.

“Tracking Cookie” refers to a small text-based programme file that is placed on a Third Party visitor’s computer when an Official Link is activated and the Visitor is taken to the wordserver.co.uk web site.

The object of the “Automatic Web Link Referral programme” is to publish electronic advertisements on the Affiliate’s Web Site for wordserver software products. The Affiliate receives a result-dependant commission based on the number of referrals from the Web Site that result in a traceable completed Referral.

The object of “Offline Subscriber Recommendations” is to enable you to directly contact Third Parties with information about wordserver and so that they may contact us via the web site, email, telephone or by post quoting your unique Affiliate Number prior to placing an order for wordserver software.

“Affiliate Number” refers to the unique customer number assigned to every wordserver Subscriber for the purpose of tracing links to wordserver.co.uk. The Affiliate Number is separate from your Customer ID.

“Associate” refers to an individual, company, organisation or other third party known to you that you will recommend wordserver software to with the purpose of generating a Referral commission.

R1. Qualification for the Referral Programme
R1.1 The Affiliate and Referral Programme is free to join, but is open only to Subscribers of wordserver.

R1.2 In order to join the programme the Subscriber must agree to and comply with the terms and conditions of both this Affiliate and Referral Programme Service Agreement (Part 2) and the wordserver 2.0 Subscriber Service Agreement (Part 1).

R2. Relationship
R2.1 As a Referrer and Affiliate publisher you agree to:
(a) the terms and conditions of your wordserver Web Site service agreement as set out in this document;
(b) describe wordserver software and or other astutech products and services accurately so as not to mislead others or create confusion about the suitability of astutech’s products for their needs.
(c) include Official Links only on Your wordserver Web Site and not attempt to replicate them on another web site without the written permission of astutech ltd.

R2.2 As a Referrer and Affiliate publisher you agree not to:
(a) mislead others
(b) operate or utilise a web site that links to or includes any prohibited material as set out in clause 1.1.
(c) engage in the practice of spamming, unsolicited email or indiscriminate advertising of any kind.

R3 Email and Telephone Referrals
R3.1 Referrers may email, telephone or mail third parties who have requested information about wordserver or you feel will be interested in the software. The correspondence should contain your Affiliate Number and clear instructions must be given to the recipient about how to use it.

R3.2 When requesting information or placing an order for wordserver online, the recipient may enter your Affiliate Number in the Affiliate Code box of the registration form.

R3.3 Once payment is received and the set-up of a new wordserver account is complete your referred Subscriber will earn you the £50 (exc. VAT) credit which will be added to your Affiliate Account balance.

R3.4 astutech cannot be held responsible for failure by Third Parties to correctly relay your unique customer details to us via forms or other methods of communication such as by telephone or email.

R3.5 You must not use telemarketing, direct mail marketing or spam emails for the purpose of advertising our products and you must ensure that you have the permission of whoever you are contacting by telephone or email to do so.

R4 Use of Tracking Cookies
R4.1 The use of Tracking Cookies and the Customer ID in the Official Link code is essential to determine the originator of each referred visitor to the wordserver.co.uk web site. Users must accept that cookies can be placed on their Visitor’s computers.

R4.2 A Visitor who activates a cookie and subsequently completes an online order form for wordserver software will automatically notify us of Your unique Affiliate Number and on completion a Commission Credit (currently £50 exc. VAT) will become due.

R4.3 The Cookie will be effective for 180 days from the time it is activated by the Visitor from your web site. During this time, if the Visitor retains the Cookie on his or her computer and returns to wordserver.co.uk to complete an online order form on the same PC, the Visitor will be recognised and traced to your account and the Commission Credit will be come due.

R4.4 Some web users choose not allow Cookies to be activated on their machines, or elect to remove them periodically. Visitors who do not allow Cookies or who remove them before returning to wordserver.co.uk and subsequently make a purchase cannot be tracked and therefore any sale that results will not be traceable and will not generate a credit unless one of the options in clause R5.1 is used.

R4.5 astutech does not collect information about your individual Visitors other than the information received through the installed tracking cookie or any information they may volunteer to us by subsequently visiting wordserver.co.uk and completing an online form.

R4.6 The Subscriber is responsible for all content including any legal information that is published for Users of their web site. To respect your Visitors’ privacy and to comply with clause 11 of the Subscriber Service Agreement, we advise that you provide information about the use of cookies on your site.

R5 Online Order Form (Subscriber Recommendations)
R5.1 The Subscriber may generate Commission Credits to their Affiliate Accounts by recommending the software offline to Associates. To generate a credit, your associate must take one or more of the following actions on your behalf:
a) complete the Affiliate Code box on the online order with your Affiliate Number
b) email their enquiry or order to us quoting your website address and your Affiliate Number
c) telephone us quoting your Affiliate Number
d) write to us quoting your website address and your Affiliate Number

R5.2 The Subscriber is responsible for ensuring the Associate has an accurate record of your Affiliate Number and your web site address (if applicable). The Associate is responsible for ensuring details are accurately completed and communicated with us. astutech will not be responsible for errors made during the completion of forms or communication of data to us.

R6 Affiliate Administration – Referrer Tracking Information
R6.1 The online Affiliate Administration Screen is accessible via the main administration manager and displays the following Referral information:
(i) The date and time of each click through from your site;
(ii) The status of that visitor during the 180 day period;
(iii) The commission earned where a visitor completes an order for wordserver;
(iv) Your Affiliate credit balance
A search facility allows you to display all information for the past day, week or month, or you may select a date range.

R6.2 There are four status levels:
‘Open’ is used where a visitor has used your link to us but has not yet placed an order online
‘Closed’ is used to indicate that the 180 days have elapsed
‘Order’ is used to indicate that an order has been placed online for wordserver by your visitor and that a commission will become due on completion of that order.
‘Chrgbck’ is used to indicate that a debit/credit card holders issuing bank has reversed the sale (a “Chargeback” – see R12 below) and the commission is therefore not applicable.
The Commission column indicates when the order is confirmed and the £50 has been credited to your account.

R6.3 Your Affiliate account balance will be credited manually by Us when you earn a commission from a completed offline Referral and the date will be entered into the database for your information. We will endeavour to credit your account within 5 working days of the completion of each referred order, but some delay may be necessary at peak times or due to circumstanced beyond our control.

R6.4 Where applicable the Affiliate balance will take account of fees you have chosen to pay using that account.

R7 Multiple registrations
R7.1 All wordserver Subscribers are entitled to the equivalent standard Referral commission (currently £50 exc. VAT) for each new registration that they wish to purchase.

R7.2 Existing Subscribers must use a separate online registration from for each wordserver web site licence. If you require large numbers of licences or do not wish to order online you may order by telephone, email or post.

R7.3 To receive the Commission Credit, you must place your Affiliate Number in the Affiliate Code box on the online order form and the Credit will be applied automatically. If you contact us by any other method, you must quote this code when ordering and the credit will be applied within 5 working days of the completed activation.

R7.4 You may use part or all of your current Affiliate account balance to cover payment for all new products and services from astutech. We cannot currently automate this process therefore you are required to contact us with your order enquiry.

R7.5 All new licences will be subject to acceptance of this single user agreement and all equivalent subscription charges will apply for each account.

R8 Term and Termination
R8.1 This Agreement shall commence at the time of your indication that you accept the Agreement in accordance with clause 17.1 above.

R8.2 Active participation in the Referral programme is optional, but credits will be automatically applied in the event of completed referrals via the Automatic Affiliate Web Links. It is not possible to deactivate official links to the wordserver web site from the Subscriber’s web site.

R8.3 Termination of the wordserver Subscriber Service Agreement for whatever reason will automatically initiate the concurrent termination of the Referral Programme Service Agreement.

R8.4 If at astutech’s sole discretion we consider that any additional advertising content contains Prohibited Material or material that may be deemed to mislead any potential new users about wordserver or astutech, we reserve the right to action one or more of the following as appropriate:
(i) request by email that any such material is revised immediately, or
(ii) remove the prohibited material from the Subscriber’s web site, or
(iii) suspend the Subscriber’s Web Site from public view without notice until such material is revised, or
(iv) permanently terminate the Subscriber’s wordserver account without notice.
If such action is taken astutech will accept no liability whatsoever and no refund or part-refund will be payable at any time.

R8.5 In the event that an account is suspended for the reasons given in clause R8.4 a reconnection charge of £25 + VAT will apply to continue the service. However, astutech reserves the right to refuse to continue the service at its sole discretion.

R9 Third Party Affiliate Programmes and Commission Schemes
R9.1 Referral programme Members are free to subscribe to any external Affiliate or Commission programme offered by third parties provided the terms and conditions of such schemes do not prohibit the use of the wordserver affiliate programme and do not contravene the terms of this agreement.

R9.2 All associated content or external links must comply with the terms and conditions of this agreement.

R9.3 You are responsible for the acceptance and compliance with the terms and conditions of any third party affiliate programme and astutech will not be liable for any claim arising out of any dispute whatsoever.

R10 Payment of Commission and Account Balances
R10.1 All commission for completed referrals will be credited to your Affiliate Account (exclusive of VAT) and your balance will be displayed on the Affiliates administration screen. Commissions earned from online referrals will be credited automatically. All other commissions earned will be applied to your account within 5 working days of a successfully completed Referral.

R10.2 All Commission Credits will be held for 90 days before they can be used for any purpose.

R10.3 In addition, we require that the first £100 of your commission earnings in each subscription period is retained in your account to be available for part payment of the following year’s renewal fees (currently from £99 + VAT) or for the possibility of Chargebacks (see clause R12 below).

R10.4 At least 30 days before your Renewal Date, you will receive an email requesting your preference for payment of the following year’s fees. You may use all or part of your current balance at that time to pay the fees or choose to retain your commission in your account. The balance of your annual charge (if applicable) must be paid in full before the renewal date. In accordance with R10.2 above, Commission credits applied within 90 days of the Renewal Date will be carried over to the following Subscription Period.

R10.5 Values above £100 may be used for the part of full purchase of other astutech products and services, or you may request a payment from us at any time by clicking the ‘Request Payment’ button on the Affiliate administration screen. The form will allow you to specify the amount you wish to receive. The minimum single transaction is £10.

R10.6 Payments can be made to your credit/debit card (details will need to be provided to astutech ltd for this purpose), by cheque or directly to your PayPal account. You may indicate your preference on the Request Payment button. Cheque payments will be in UK pounds sterling only and made payable and posted to the name and address we hold for your Subscriber account.

R10.7 All payments will be authorised within 2 working days of receipt of your request. The exact date of your credit will depend on your own arrangements and the normal working practices of your bank or card provider. astutech cannot be held responsible for any delays beyond its reasonable control.

R10.8 Any changes Subscriber’s details must be made in writing from your designated email address, while quoting your customer number. We will only implement such changes when we are content that the change is legitimate and your account remains secure.

R10.9 In the event of termination of your account by either party, any remaining balances of any value will be paid in accordance with Clause 18 above.

R10.10 Only one commission credit will be applied per new customer referred to us regardless of the number of licences that buyer subscribes to.

R11 VAT on Commission
R11.1 All commissions are credited exclusive of Value Added Tax (VAT) and paid exclusive of VAT by default.

R11.2 The Request Payment form allows UK based VAT registered Subscribers to indicate if VAT should be added to your payment. You must then send us a VAT invoice for the value claimed plus VAT (currently at 17.5%).

R11.3 Your VAT invoice must meet HMCE set criteria for VAT invoicing including your VAT number. You may send us your invoice by post or email (PDF or MS Word file attachments are accepted).

R11.4 Subscribers based outside of the UK are responsible for ensuring that their own country’s VAT requirements are met and astutech cannot be held responsible for any omissions on your part.

R11.5 Failure to notify us of your VAT status and provide a VAT invoice will result in a payment being made exclusive of VAT and the responsibility of paying that VAT to HMCE will automatically fall on the Subscriber.

R11.6 Payments will be made with 5 working days of receipt of your invoice.

R12 Chargebacks
R12.1 In some exceptional circumstances Chargeback’s are initiated by a debit/credit card-issuing bank on behalf of the cardholder. This may be due to, but not limited to, card validity issues, cardholder disputes, transaction errors, detection of a fraudulent transaction or any other valid reason to reverse the sale.

R12.2 If a Chargeback occurs, the Referral and any associated Commission becomes void and your Affiliate account will be debited by the equivalent Commission already applied and the ‘Chrgbck’ status indicated on the Affiliate administration screen.

R12.3 Chargebacks may occur up to 90 days after a Referral transaction has taken place.

R12.4 Subscribers will be debited for Chargebacks against the Affiliate balance.