Terms of Sale

busybird terms and conditions of sale

Terms and Conditions are, unfortunately, a necessary evil. However, we have tried to keep ours short and easy to read rather than having pages of legalese.

1. Definitions

Services are supplied by Busybird and marketing by us or one of our Authorised Resellers (“RESELLER”) whose businesses are individually owned and operated under licence from Busybird – a company registered in England and Wales (registered number 7886450) whose office is at 35 Bowling Street, Mansfield, NG18 2LH  (“BUSYBIRD”). The particulars of ownership of each Reseller can be requested by contacting us or visiting us at www.busybird.co.uk  (“BUSYBIRD WEBSITE”). In this document WE/US/OUR refers to the Reseller and Busybird. Client refers to the business or organisation named on the Order Form. Where a provision covers only the Reseller or Busybird the appropriate term will be used.

2. Price Variation

The Reseller may use only marketing materials developed and supplied by Busybird (“AUTHORISED MARKETING MATERIALS”) and may only issue quotations and accept orders based on Our Official Price List at the time at which the Order is taken. Prices are estimates until an invoice has been raised by Busybird indicating that the order has been accepted and are subject to amendment on or at any time before acceptance. We reserve the right to charge the amount of any value added tax or other sales taxes payable whether or not included on the Order Form or invoice where such changes are necessary to comply with UK law.

3. Preliminary Work

All work carried out, whether experimentally or otherwise, at Client’s request shall be chargeable. This includes consultancy services such as the development of proposals for bespoke development work being considered by the Client.

4. Copy and Content

Where any additional work of whatever nature is necessary as a result of copy or content supplied by a Client not being clear and/or legible, We shall be entitled to make additional charges to cover such additional work.

5. Pre-Publication Proof

A demonstration version of the site will be submitted for Client’s approval before the date at which their web site is scheduled to be published online (the “GO LIVE DATE”) and We shall incur no liability for any errors not corrected by the Client in demonstration sites or advertisements so published. Additional charges shall be made for any additional changes that are required as a result of alterations required by the Client. When style, type or layout is left to Our discretion, any subsequent changes to such style, type or layout required by the Client shall be subject to additional charges.

6. Copyright
  • Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by Us shall vest in and belong to Busybird. The Client shall be responsible for obtaining all necessary authorities and consents to reproduce pictures, artwork, photographs, copyright text and/or any other reproducible materials (“Materials”) prior to instructing Busybird to reproduce the same. The Client shall indemnify and hold Us and Our agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that the reproduction of the Materials by Us infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party.
  • All design, text, illustrations, graphics, photographs, diagrams, drawings, logos and the selection and arrangement thereof, and all source code and all other material content of any Website owned, controlled or operated by Busybird are the intellectual property of Busybird or its content providers and as between Busybird and the Client all intellectual property rights (including all copyright) arising out of or connected with such content shall belong to Busybird. No reproduction of any part is allowed without written permission.
7. Company Imprint

Unless otherwise specifically requested by the Client in writing and approved by Busybird any websites produced by Busybird may carry Our copyright notices and other imprints which will be positioned at Our discretion in line with the layout of the website.

8. Delivery & Payment

Delivery is deemed to have occurred on the publication of the web site defined by the Order Form and other associated materials (particularly the Business Profile and Content Forms) to a publicly accessible domain name at which point We will be entitled to payment in full. The Client acknowledges and agrees that whilst the Reseller will agree with the Client an estimated date of publication (the “GO LIVE DATE”) such dates are only estimates and time is not of the essence in respect of the web site coming online unless such date has been confirmed in writing by Busybird. Accordingly, We shall have no liability to the Client if the website isn’t online by such estimated Go Live Date. The Client will still be obliged to pay in full for the order in respect of which publication was after the estimated Go Live Date. In addition: a) Services described on the Order Form rely on the Client not delaying the progress of the Order in any way (which delays include the Client not approving demonstration sites and templates or failing to provide copy or content by the timespecified by Us or failing to make payment by the time such payment is due) (a “CLIENT DELAY”). b) Should work be suspended at the request of or delayed through any default of the Client including a Client Delay for a period of 30 days or more We shall be entitled to payment in full for the services ordered. c) We shall be entitled to payment in full before the website will be online.

9. Claims

The website will consist only of those services detailed on the Order Form and We shall be under no obligation whatsoever to provide anything more (including extra functionality or pages) in respect of the website as detailed on the Order Form and defined in Our Authorised Marketing Materials current at the time of order. Any claim that the services detailed on the Order Form have not been provided must be made in writing to Busybird no later than 14 days after the Go Live Date. We shall not be liable in respect of any claim if the claim in question is not notified to Busybird outside of the aforementioned timescale.

10. Liability

We give no warranties or guarantees or make any representations as to the merchantability or fitness for a particular purpose of any completed or delivered services the subject of a Client’s order and all other warranties, conditions, guarantees or representations, whether express or implied, oral or in writing, except as expressly stated in these terms and conditions are hereby excluded. We shall not be liable for any loss arising from delay in publication not caused by Us. Further, We shall not be liable for any indirect, special or consequential damages, loss of profits, economic loss, loss of goodwill or loss of anticipated savings or loss of data. Our total aggregate liability in respect of any and all causes of action arising out of or in connection with the Client’s order and the performance of services pursuant to such order (whether for breach of contract, strict liability, tort (including, without limitation, negligence), misrepresentation or otherwise) shall (subject to the provisions of paragraph 8) belimited to the sums paid to Us by the Client in respect of the order pursuant to which liability has arisen. Nothing in these terms and conditions shall be construed so as to limit or exclude liability which cannot, pursuant to English Law, be excluded or limited including for death or personal injury or liability in respect of fraud or fraudulent misrepresentation.

11. Credit Terms and Payment

For invoices not settled within the agreed credit terms or for payments returned unpaid (such as cheques, credit cards or similar), We reserve the right to charge interest on the overdue debt at 2% above the Barclays Bank Plc. base rate prevailing at the date payment was made or returned (whichever will incur the higher charge) and an administration fee to cover Our debt recovery costs and any other costs relating to the collection of payment. In addition We reserve the right to restrict access to the website and any other services detailed on the Order Form and place a holding page onto the domain name(s) detailing the reason for suspension.

Annual payments for hosting / maintenance / support will be requested by the issuance of an invoice due for payment at least 2 weeks before the anniversary date. These invoices are issued within six weeks of the annual renewal date. Failure to make the hosting payment by the due date will result in all services being suspended until such payment is received together with an administration charge of £25 should services have been suspended in the meantime together with the rights and remedies (including interest on the overdue debt as described above). Busybird reserves the right to refuse to provide any service or support in cases where hosting payments have not been made and to delete all data on our network without further warning or notice to the client. Where data is deleted under these circumstances it cannot be retrieved.

12. Insolvency & Non Payment

If the Client ceases to pay its debts in the ordinary course of business or cannot pay its debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition issued against it or being a person commits an act of bankruptcy or has a bankruptcy petition issued against it, We, without prejudice to other remedies shall (i) have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client (including domain names, templates, components and such like), such charge to be an immediate debt due to Us, and (ii) in respect of all unpaid debts due from the Client (for any reason whatsoever) have a general lien on all domain names and other website properties and shall be entitled on the expiration of 14 days’ notice to dispose of such domain names or website properties in such manner and at such price as We think fit and to apply the proceeds towards such debts.

13. Restricted Content, Restricted Activities, Third Parties, and Fair Use Policies
  • Busybird shall not be required to publish any matter (including text and graphics) which in its opinion is or may be of an illegal, libellous, immoral, blasphemous, morally offensive, politically extreme, obscene or fraudulent nature or an infringement of the proprietary or other rights of any third party (“RESTRICTED CONTENT”). We also reserve the right to remove content from blogs and forums of a similar nature without notice.
  • Without prejudice to paragraph 10 above, the Client shall indemnify and hold Us harmless against all claims, demands, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of the work it is required to produce pursuant to a Client order being or alleged to be defamatory.
  • Without prejudice to any other right or remedy We may have under these Terms and Conditions or at law, in the event that Busybird reasonably believes that a website contains Restricted Content or if required by any court or other competent authority to take the website down then We may without any liability whatsoever to the Client and without giving notice to the Client take the website down.
  • The Client agrees that they will not use the services provided by Busybird (including but not limited to Our Mail Server and Control Panel Applications) to do any illegal act including without limitation, drug dealing, violation of export restrictions, harassment, “cyber bullying”, fraud, trafficking in obscene material (as determined by national law), distributing viruses, Trojans, malware, or any other similar or harmful software or code.
  • The Client agrees that they will not do any act which We have reasonably requested the Client not to do using Our systems and services.
  • The Client agrees that they will not do, or cause to be done, any act which violates or probes, or attempts to violate or probe, Our network security.
  • The Client agrees that they will not use Our systems or services to be involved in spamming, mail bombing, system flooding or anything similar. The Client acknowledges that the forwarding of bulk mail, chain letters, and similar content through Our network will result in an immediate suspension and cancellation of all email services without notice or liability to Us.
  • The Client agrees not to provide false information on their website.
  • The Client agrees not to publish content on their website which could create high volumes of traffic without the prior written consent of Busybird – this includes but is not limited to contests, chat pages, and thumbnail galleries delivered outside of Our own platform code.
  • The Client acknowledges and agrees that the Annual Hosting Plan includes a reasonable amount of bandwidth allocated in a way which maximises Our network resources for the benefit of all users of Our services. Should the website use more resources than allocated We may, at Our sole discretion, restrict such resources or agree with the Client that additional bandwidth and/or other resources may be required at additional cost to manage the unanticipated usage. We will use all reasonable endeavours to ensure that a website will remain online whilst an overuse occurs but cannot guarantee such.
  • Should the website continue to use more than the allocated resources We reserve the right to take the website down in order to protect the network and terminate the contract at any time if no solution can be negotiated with the Client.
  • The Client acknowledges and agrees that We will provide usernames and/or passwords which will allow the Client to access services such as Our Control Panel and other sites on Our network as defined on the Order Form and that these credentials must be kept safe, secure, and not be passed onto third parties. In this respect, the Client shall indemnify and hold Us and all of Our agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursement), losses and damages arising or suffered by or incurred by reason of any unauthorised access to the Control Panel and/or other services provided by Busybird.
  • The Client acknowledges and agrees that some services delivered via the website may rely on components and code supplied by third parties and agrees to hold Busybird harmless from all claims and liabilities related to such third party components. Busybird will use all reasonable endeavours to ensure that third party components are safe for use and will endeavour to correct any acknowledged faults within 7 working days by removing or replacing such third party components as may develop faults whether noted by the Client or not.
  • The Client acknowledges and agrees that if We reasonably consider that the website is being used for any purpose which is in breach of the above or, in the common sense of the word, is improper We may, without notice, take the website down without incurring any liability to the Client until such time as the Client agrees to remedy the breach and pay any additional fees due to Us.
  • All Hosting Services supplied by Busybird are subject to commonly accepted standards of use (“ACCEPTABLE USE POLICIES”).
  • In respect of the provision of the services detailed on the Order Form any words or phrases which have a commonly accepted meaning or definition within the UK Information Technology Industry shall have that meaning unless stated otherwise in writing by Busybird.
14. Data Protection

By placing an order with the Reseller, the Client consents to its details being passed on to Busybird. The details will be kept by Busybird even after the Client’s trading relationship with the Reseller has terminated for any reason. Busybird may use the Client’s personal data to let Clients know about goods and services similar to the goods or services provided to the Client previously and any others matters that We consider may be of interest to Clients.

15. Services and Intellectual Property

The Client acknowledges and agrees that any code, software, content, graphics, visuals, scripts, data, components and other materials used to produce a website (the “Busybird Intellectual Property”) shall belong to Busybird. The Client nor the Reseller shall have any right or license whatsoever in the Busybird Intellectual Property.

The Client acknowledges and agrees that whilst Busybird will use its reasonable endeavours to ensure that the website is, other than for maintenance (routine, emergency or otherwise) of the site and/or server(s) and/or network infrastructure, accessible at all times, We give no warranty whatsoever that the website will be accessible in whole or in part or otherwise for any period of time or that access will be uninterrupted or secure.

The Client will have access to certain services provided by Busybird such as the Control Panel and a Mail Server. Busybird reserves the right to, without incurring any liability whatsoever to the Client, deny such access and/or otherwise without giving any reason to cease making services available. We also reserve the right to modify, upgrade, and update these and other services without notice and for any reason at any time.

16. Force Majeure

We shall be under no liability if We are unable to perform any obligation which is owed by Us to the Client for any reason beyond his control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, data centre failures, failures of third parties to perform contractual obligations, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may, by written notice to Us, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept publication when available.

17. Variation, Invalidity and Severability

These terms and conditions may be amended from time to time. The latest version of these terms and conditions may be accessed via the Busybird Website. If any provision or clause in these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. Unless expressly agreed to in writing by Busybird no other terms (including those on any purchase orders submitted by the Client) no any representation will form part of any contract between the Client and Us. These Terms and Conditions, in the absence of any other written agreement between the Client and Busybird will represent the only terms of the contract detailed on the Order Form.

18. Notice

Any notice required to be served under any contract between Us and the Client shall be in writing and delivered personally or by first class post to Us at the addresses defined on the Busybird Website. In the case of notices from Us to the Client the address used shall be that on the Order Form or another address notified to Us from time to time in writing or email communications. Any notice shall be deemed to be properly served in the case of personal delivery on delivery and in the case of posting two working days after the date of posting.

19. Law

These terms and conditions and all other express terms of the contract with Clients shall be governed and construed in accordance with the laws of England and Wales. English Courts shall have sole jurisdiction in relation to any matters arising in connection with any contract between Us and the Client into which these terms are incorporated.

Contacting us
If you have any questions about Terms of Sale please contact us:
Telephone: 01623 464364
Email: admin@busybird.co.uk

Last Updated: 9th March 2015