Terms of Use

ITFX New Media designed and produced the website you are viewing this page on. Access to this website is subject to the following conditions:

Except as expressly stated in this site, no part of this website, including information, images, logos, photos, and overall appearance of the site, may be copied, republished, broadcast or reproduced in any form whatsoever without the prior written permission of the copyright holders.

Browser Compatibility

This website is designed to be viewed using the latest browser versions at a minimum screen resolution of 1024x768, other screen resolutions may require scrolling. Testing has been completed on PC and Macintosh platforms. For full functionality, it is recommended that you use the latest version of your preferred browser.

The latest browser versions tested with this site are :

The capabilities of the browsers differ in many ways, not least in their support of the various versions of HTML, Javascript and CSS. We have tried as far as possible to keep the same formatting across all browsers on several platforms.

Browser Plugins

This website may require a selection of plugins to be installed on your browser allowing you to view all features.

Browser plugins that may be required:

Accessibility

ITFX have taken all necessary measures to ensure this website is accessible via WAVE and Cynthia Says accessibility validators to at least WCAG Priority 1. ITFX do not accept any responsibility in failure to meet these accessibility guidelines after the initial upload of the website. If you have any problems with this website, we would like to hear from you, please e-mail the webmaster with a short description of the problem.

This website contains links to other websites that are operated by third parties. ITFX does not accept any liability over the content of these third party sites. The existence of these links do not constitute an endorsement of such websites, and your linking to these sites is at your own risk.

Image Usage

The images on this website have been checked prior to live upload by ITFX personnel but responsbility lies with the site owner once the website is live. All usage rights of the images that may have been added by a third-party since are solely the responsibility of the site owner.

Content Accuracy

Whilst all reasonable efforts have been made to ensure the accuracy of content, no responsibility can be taken for any error or omission.

Email

ITFX deny all responsibility for unsolicited emails sent from the website for any purpose, this is solely the responsibility of the site owner.

Limitation of Liability

ITFX does not guarantee that access to this website will be uninterrupted, that this website will be free from viruses or that this website cannot be tampered with by third parties. This website and the information are provided on an 'as is' basis, with no warranties of any kind whatsoever, either express or implied, including, but not limited to, any warranties or any implied warranties of merchantability or fitness for a particular purpose. Use of this website and the information is entirely at the user's sole risk. In no event will ITFX be liable for any damages whatsoever arising out of or related to this website. Your sole and exclusive remedy for dissatisfaction with this website and/or information is to stop using the site and the information.

Modification of Privacy and Terms of Use

ITFX may modify the terms of this agreement on this site. You agree to review this agreement periodically to be aware of any such revisions. Should the revision be unacceptable to you, you agree to stop accessing this site. Your continued use of this website following such notification of any such revision(s) shall be deemed as acceptance of and agreement to abide by all such revisions.

1. Hosting Services
ITFX Limited (ITFX) agrees to:
1.1 provide the Services to the Customer providing payment for said services are made in full
1.2 provide the other services described upon the terms and conditions contained in this Agreement

2. Term
The Services shall commence on the Effective Date and shall remain in force for the Initial Term and from year to year thereafter, unless and until terminated in accordance with any of the provisions of clause 12 or any other clause of this Agreement

3. Payment
3.1 The Fee shall be paid by the Customer on the Effective Date and as provided on the appropriate Order Confirmation
3.2 Any charges payable by the Customer under this Agreement in addition to the Fee shall be paid within 14 days after the receipt by the Customer of ITFX Limited invoice.
3.3 The Fee and other charges payable under this Agreement are exclusive of VAT which shall be payable by the Customer at the rate and in the same manner for the time being prescribed by the law against submission of a valid tax invoice
3.4 ITFX Limited shall have the right to charge interest on overdue invoices at the rate of 8% per year above the base rate of National Westminster Bank plc. calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment, whether before or after judgement
3.5 ITFX Limited shall be entitled at any time after the Initial Term, to increase the Fee to accord with any change in ITFX standard scale of charges by giving to the client not less than 30 days’ written notice After the Initial Term, ITFX may adjust the Fees no more often than once per twelve (12) month period.
3.6 The Customer agrees that where a monthly fee is due, this is to be paid on or before the 01st of the month for which the service is to be provided. The method of payment for monthly fees shall be by standing order to the ITFX nominated bank account or by monthly invoice if agreed between ITFX and The Customer. Late payment of Fee's may result in the option of monthly payment being withdrawn or the Services being suspended

4. Services
4.1 During the continuance of this Agreement ITFX Limited shall provide the Customer with the Service
4.2 The Customer shall supply in writing to ITFX Limited a detailed description of any fault requiring support services in clause 4.1 and the circumstances in which it arose and shall submit sufficient material and information to enable ITFX Limited’s support staff to duplicate the problem
4.3 When appropriate ITFX will endeavour to give an estimate of how long a problem may take to resolve. ITFX support staff will attempt to resolve a problem as soon as reasonably practicable. ITFX support hours are Monday to Friday from 09.00 to 17.30 (excluding national holidays)

5. Excluded responsibilities under the Services
5.1 ITFX shall be under no obligation to provide Services in respect of problems arising out of (a) tampering, modification, alteration or addition to the hardware or software, which is undertaken maliciously or otherwise by persons outside of the control of ITFX or its authorised representatives or (b) programs or hardware supplied (c)resolution of problems or server ‘clean up’ arising out of (i) compromise of server attributed to any script or code created or loaded by the Customer; or (ii) compromise of server attributed to any user password guessed or cracked and used to access the server. Where such services are required these will be charged at the emergency hourly rate in force at the time that service is required.
5.2 ITFX shall not be responsible for any back-ups of any data and the integrity of the data belonging to the Customer
5.3 ITFX shall upon request by the Customer provide the Service notwithstanding that the fault results from any of the circumstances described in clause 5.1 above. Any time spent by ITFX investigating such faults will be chargeable at ITFX then current rates. ITFX shall invoice such charges at its discretion and such sums shall be paid within 30 days of the date of said invoice.
5.4 ITFX shall not be obliged to make modifications or provide Service in relation to the Customer’s computer hardware, operating system software, or third party application software or any data fees or external data.

6. Warranty
6.1 ITFX warrants to the Customer that all services supplied under this Agreement will be carried out with reasonable care and skill by personnel whose qualifications and experience will be appropriate for the tasks to which they are allocated.
6.2 The Customer acknowledges that it is the responsibility of the Customer to ensure that the facilities and functions described in the Order Confirmation Sheet meet its requirements.
6.3 Except as expressly provided in this Agreement, no warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the satisfactory quality, fitness for purpose or ability to achieve a particular result, of the Customer Services is given or assumed by ITFX and all such warranties conditions undertakings and terms are excluded.
6.4 ITFX does not warrant that all Errors can and will be corrected. The Licensor shall use its reasonable endeavours to correct Errors so long as the Errors are replicable by ITFX or to provide a patch; or to bypass around such Error.
6.5 The Customer must promptly notify ITFX of any non-conformance to the above warranties in order to benefit from the remedy stated above, and in any event within 1 month.

7. Liability
7.1 ITFX shall during the term of this Agreement,  not in any way accept liability for any downtime of any hosting service provided by ITFX.
7.2 In no event will ITFX be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission of ITFX , whether such damages were reasonably foreseeable or actually foreseen.
7.3 Except in the case of personal injury, death and damage to tangible property, ITFX maximum liability to the Customer under this Agreement or otherwise for any cause whatsoever (whether in the form of additional costs of remedial services or otherwise) will be for direct costs and damages only and will be limited to The Fee paid by the Customer for the Initial Term of the contract. in operation. The extension of such refunds shall be the sole remedy of the Customer and the sole liability of ITFX and shall be in full and final settlement of any costs, claims or demands of the Customer.
7.4 The parties acknowledge and agree that the limitations contained in this clause are reasonable in the light of all the circumstances.
7.5 The Customer’s statutory rights as a consumer (if any) are not affected. All liability that is not expressly assumed in this Agreement is excluded. These limitations will apply regardless of the form of actions, whether under statute, in contract or tort, including negligence, or any other form of action. For the purposes of this clause, ITFX includes its employees, sub-contractors and suppliers who shall all have the benefit of the limits and exclusions of liability set out above in terms of the Contracts (Rights of Third Parties) Act 1999. Nothing in this Agreement shall exclude or limit liability for fraudulent misrepresentation.
7.6 ITFX shall not be liable to the Customer in relation to illegal or immoral material held by the Customer or material that breaches any third parties intellectual property rights and the Customer hereby indemnifies ITFX against any action costs claims or demands in relation thereto
insurance company of repute. ITFX shall on request supply copies of the relevant certificates of insurance to the Customer as evidence that such policies remain in force.
7.2 Save in respect of claims for death or personal injury arising from ITFX negligence, in no event will ITFX be liable for any damages resulting from loss of data or use, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission of ITFX , whether such damages were reasonably foreseeable or actually foreseen.
7.3 Except in the case of personal injury, death and damage to tangible property, ITFX maximum liability to the Customer under this Agreement or otherwise for any cause whatsoever (whether in the form of additional costs of remedial services or otherwise) will be for direct costs and damages only and will be limited to The Fee paid by the Customer for the Initial Term of the contract. in operation. The extension of such refunds shall be the sole remedy of the Customer and the sole liability of ITFX and shall be in full and final settlement of any costs, claims or demands of the Customer.
7.4 The parties acknowledge and agree that the limitations contained in this clause are reasonable in the light of all the circumstances.
7.5 The Customer’s statutory rights as a consumer (if any) are not affected. All liability that is not expressly assumed in this Agreement is excluded. These limitations will apply regardless of the form of actions, whether under statute, in contract or tort, including negligence, or any other form of action. For the purposes of this clause, ITFX includes its employees, sub-contractors and suppliers who shall all have the benefit of the limits and exclusions of liability set out above in terms of the Contracts (Rights of Third Parties) Act 1999. Nothing in this Agreement shall exclude or limit liability for fraudulent misrepresentation.
7.6 ITFX shall not be liable to the Customer in relation to illegal or immoral material held by the Customer or material that breaches any third parties intellectual property rights and the Customer hereby indemnifies ITFX against any action costs claims or demands in relation thereto

8. Customer’s Warranty
8.1 The Customer warrants that it has not relied on any oral representation made by ITFX or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by ITFX which are only intended to convey a general idea of the products and services mentioned. The Customer has however relied upon the descriptions, illustrations, functions, specifications contained in the user manual and software specification Order Confirmation Sheet.
8.2 The Customer warrants that it shall comply in all material respects with all applicable laws, regulations and codes of conduct (whether statutory or otherwise) of the United Kingdom, and that all licences, permissions and consents required for carrying on its business have been obtained and are in full force and effect.

9. Customer’s obligations
9.1 The Customer shall:
9.1.1 Ensure that all passwords are at all times kept confidential and are in accordance with required industry standards, used properly and not disclosed to unauthorised people and if the Client has any reason to believe that any password has become known to someone not authorised to use it or if any password is being or is likely to be used in an unauthorised way or of any other breach of security then the Client shall inform ITFX immediately.
9.1.2 by arrangement, grant access to systems at all times to enable ITFX to carry out the Service;
9.1.3 when required enable logons or passwords to be available to ITFX staff (who will have their own logons);
9.1.3.1 ensure that their own IT systems are up to an acceptable standard and are not liable to cause issues with an ITFX Hosted server, shared or dedicated;
9.1.4 ensure that all passwords are kept secret and not disclosed to any unauthorised person
9.2 Accept the terms of ITFX’s Acceptable Use Policy - available upon written request

10. Confidential information
10.1 The Customer undertakes to treat as confidential and keep secret the payment terms of this Agreement and all information contained or embodied in this Agreement and all documentation and/or information conveyed to the Customer as a consequence of this Agreement (collectively referred to as ‘the Information’).
10.2 The Customer shall not, without the prior written consent of ITFX divulge, any part of the Information to any person except;
10.2.1 the Customer’s own employees and then only to those employees who need to know the same;
10.2.2 the Customer’s auditors, an officer of Inland Revenue, an officer having a right, duty or obligation to know the business of the Customer, and then only in pursuance of such right, duty or obligation;
10.3 The Customer undertakes to ensure that persons and bodies mentioned in clause 10.2 are made aware, before the disclosure of any part of the Information, that the same is confidential, and that they owe a duty of confidence to ITFX. The Customer shall indemnify ITFX against any loss or damage which ITFX may sustain or incur as a result of the Customer failing to comply with such undertaking.
10.4 The Customer shall promptly notify ITFX if it becomes aware of any breach of confidence by any person to whom the Customer divulges all or any part of the Information and shall give ITFX all reasonable assistance in connection with any proceedings which ITFX may institute against such person for breach of confidence.
10.5 The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of this Agreement.
10.6 Each party agrees with the other that it will keep all Confidential Information of the other party confidential and not disclose or use such information which may be disclosed to it or which it may learn other than for the purposes of carrying out this Agreement except where such information is public knowledge or it is required to be disclosed by law.

11. Security and control
The Customer shall during the continuance of this Agreement:
11.1 effect and maintain adequate security measures to safeguard the server from access or use by any unauthorised person;
11.2 comply with all reasonable instructions of ITFX with regard to the use of the server including, without limitation, the implementation of upgrades to the server third party software, specified operating system and computer hardware which ITFX may provide from time to time.

12. Termination
12.1 The Customer may terminate this Agreement after the Initial Term has elapsed at any time by giving at least 30 days’ prior written notice to ITFX.
12.2. ITFX shall have the right to terminate the Agreement on notice in entirety or only in relation to the provision of any specific Service at the end of the relevant Initial Term or at any time thereafter subject to giving the other Party no less than 30 days prior written notice.
12.3 Either party may terminate this Agreement forthwith on giving notice in writing to the other if:
12.3.1 the other party commits any serious breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within 30 days after the receipt of request in writing so to do, to remedy the breach (such request to contain a warning of intention to terminate)
12.4 Forthwith upon the termination of this Agreement, any licence made between ITFX and the Customer, and relating to any software or other materials subject to the Services under this Agreement, shall terminate in the manner provided in any such licence agreement.
12.5 Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come onto or continue in force on or after such termination.
12.6 If ITFX terminates this Agreement pursuant to clause 12.2, then the Customer shall not be entitled to any refund of the Fee or any part thereof that has been paid.
12.7 ITFX may terminate this Agreement without prior written notice to the client where fees have not been paid in accordance with the terms.

13. Data protection
The parties undertake to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provisions and obligations of this Agreement.

14. Interpretation
14.1 In this Agreement unless the context otherwise requires:
14.1.1 words importing any gender include every gender;
14.1.2 words importing the singular number include the plural number and vice versa;
14.1.3 words importing persons include firms, companies and corporations and vice versa;
14.1.4 references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
14.1.5 reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
14.1.6 the headings to the clauses, schedules and paragraphs of this Agreement will not affect the interpretation;
14.1.7 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or by-law made under that enactment;
14.1.8 any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done respectively;
14.1.9 any party who agrees to do something will be deemed to fulfil that obligation if that party procures that it is done.
14.2 In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in any Schedule, the provision in the body of this Agreement shall take precedence.

15. Agency, partnership
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement.

16. Amendments
This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the parties to this Agreement.

17. Announcements
No party shall issue or make any public announcement or disclose any information regarding this Agreement, unless prior written consent has been obtained from the other party.

18. Assignment
18.1 This Agreement is personal to the parties and, subject to clause 18.2 below, neither this Agreement nor any rights, licences or obligations under it, may be assigned by either party without the prior written approval of the other party.
18.2 Notwithstanding the foregoing, either party may assign this Agreement to any acquirer of all, or of substantially all, of such party’s equity securities, assets or business relating to the subject matter of this Agreement, or to any entity controlled by, that controls, or is under common control with, a party to this Agreement. Any attempted assignment in violation of this clause will be void and without effect.

19. Entire agreement
This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of this Agreement. However, the obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

20. Force majeure
Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. If such circumstances continue for a continuous period of more than 30 days, either party may terminate this Agreement by written notice to the other party.

21. Notices
21.1 All notices under this Agreement shall be in writing.
21.2 Notices shall be deemed to have been fully given:
21.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
21.2.2 when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
21.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
21.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid
in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party.

 

22. Severance
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

23. Waiver
No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

24. Counterparts
With the prior written consent of the Customer (such consent not to be unreasonably withheld or delayed) ITFX may perform any or all of its obligations under this Agreement through agents or sub-contractors, provided that ITFX shall remain liable for such performance and shall indemnify the Customer against any loss or damage suffered by the Customer arising from any act or omission of such agents or sub-contractors.

25. Set-off
Where either party has incurred any liability to the other party, whether under this Agreement or otherwise, and whether such liability is liquidated or unliquidated, each party may set off the amount of such liability against any such that would otherwise be due to the other party under this Agreement.

26. Third parties
The parties confirm their intent (except as provided in clause 7.5) not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

27. Proper law and jurisdiction
This Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with English law notwithstanding the conflict of law provisions and other mandatory legal provisions.

28. Non-solicitation of staff
The Customer agrees that during the term of this Agreement and for an additional period of 2 years after termination, the Customer shall not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee of or contractor to the Supplier engaged in the performance of the Services without the prior written consent of the Supplier.