These terms and conditions ("Conditions") constitute a legally binding agreement between the Client (as defined below) and
Hallway Studios Limited (No. 6580066) whose registered office is at The Trampery, 239 Old Street, London,
EC1V 9EY ("Hallway Studios") regarding any provision by Hallway Studios of any services to the Client.
This document is subject to change without notification.
Last revised: 26/01/2016
Document Version: 1.7
- In these Conditions
- 'Client', 'User' means the person to whom Hallway Studios has agreed to provide the Service in accordance
with these Conditions;
- 'Us', 'Hallway Studios', 'Hostmetrics' means Hallway Studios Limited, a Company registered in England
and Wales no 6580066;
- 'Contract' means the contract for the provision of the Service, which shall arise when the Client
accepts Hallway Studios' estimate or quotation or, alternatively, when Hallway Studios in writing accepts an order from
- 'Document' includes, in addition to a document (including email and faxes) in writing, any design
or other device embodying visual images and any disc, tape or other device embodying any data;
- 'Server' means the computer server equipment operated by us in connection with the provision of
- 'Web Site' means the area on the Server allocated by us to you for use by you as a site on the Internet;
- 'Hallway Studios Material' means any Documents or other materials, and any data or other information
provided by Hallway Studios relating to the Service including, without limitation, any designs and printed goods produced
as part of the Service;
- 'Specification' means the Document to which these Conditions are appended or any other Document issued
by Hallway Studios or approved by it in writing and which specifies the Services;
- 'Service' means domain name registration, web site hosting, email and any other service or facility provided by Us to the Client.
- The headings in these conditions are for convenience only and shall not affect their interpretation.
- Domain Name Registration, Renewal and Transfer
- We make no representation that the domain name you wish to register is capable of being registered by or for you or that
it will be registered in your name. You should therefore not assume registration of your requested domain name(s) until you have
been notified that it has or they have been registered. Any action taken by you before such notification is at your risk.
- The registration and use of your domain name is subject to the terms and conditions of use applied by the relevant naming
authority; you shall ensure that you are aware of those terms and conditions and that you comply with them. You shall have no
right to bring any claim against us in respect of refusal to register a domain name. Any administration charge paid by you to us
shall be non-refundable notwithstanding refusal by the naming authority to register your desired name.
- We shall have no liability in respect of the use by you of any domain name; any dispute between you and any other person
must be resolved between the parties concerned in such dispute. If any such dispute arises, we shall be entitled, at our
discretion and without giving any reason, to withhold, suspend or cancel the domain name. We shall also be entitled to make
representations to the relevant naming authority but will not be obliged to take part in any such dispute.
- We shall not release any domain to another provider unless full payment for that domain has been received by us.
- You agree that a release fee of £45 is payable in advance of us releasing a domain to a third party registrar and that
this fee may change from time to time as set out within these Conditions
- For .uk domains that are not paid in full at the time of purchase will be de-tagged and will result in the client paying an £80
fee to Nominet.
- When registering or renewing .uk domain names, in addition to these terms you will also be agreeing to Nominet's Terms and Conditions of Domain Name Registration, available
- Any domain name that passes its date of expiry without payment for renewal in full may be deactivated and/or parked at a commercial
parking service which displays advertising.
- Any domain name that passes its date of expiry without payment for renewal in full may require additional fees to be paid
to be renewed, where possible. These charges vary between domains and will only be quoted by us to you upon your request.
- Web Site Hosting and Email
- We make no representation and give no warranty as to the accuracy or quality of information received by any person via
the Server and we shall have no liability for any loss or damage to any data stored on the Server.
- You shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the Server.
- You represent, undertake and warrant to us that you will use the Web Site allocated to you only for lawful purposes.
In particular, you represent, warrant and undertake to us that:
- You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of
any third party, nor will you authorise or permit any other person to do so.
- You will not upload, post, link to or transmit:
- Any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic,
blasphemous, profane or otherwise objectionable in any way.
- Any material containing a virus or other hostile computer program.
- Any material which constitutes, or encourages the commission of, a criminal offence or which infringes
any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of
any person which may subsist under the laws of any jurisdiction.
- You will not use the Server to transmit any IRC (Internet Relay Chat) related services.
- You shall keep secure any identification, password and other confidential information relating to your account and shall notify
us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised
disclosure of your password or other security information.
- You shall observe the procedures which we may from time to time prescribe and shall make no use of the Server which is
detrimental to our other customers.
- You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and
a secure manner.
- In the case of an individual User, you warrant that you are at least 18 years of age and if the User is a company, you warrant
that the Services will not be used by anyone under the age of 18 years. If you are under the age of 18 years of age then you must have
consent from a parent or guardian. Those parents will be held responsible, be it legally of your actions.
- Any access to other networks connected to the Server must comply with the rules appropriate for those other networks.
- While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the
Server will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or misrouting of email or
for any other failure of email.
- Service Availability
- We shall use our reasonable endeavours to make available to you at all times the Server and the Services but we shall not, in any
event, be liable for interruptions of Service or down-time of the Server.
- We shall have the right to suspend the Services at any time if you breach any of the terms contained within this document or any
other contractual agreement between you and Hallway Studios Limited. We shall endeavour to provide notice where we are able to contact you
using the details you have provided us. Services will also be suspended where essential maintenance works are required. At all other times
99.9% service uptime shall be maintained, excluding any issues outside of Hallway Studio Limited's reasonable control.
- The Services provided to you hereunder and your account with us cannot be transferred or used by anyone other than you. No more than
one log-in session under any one account may be used at any time by you. If you have multiple accounts, you are limited to one login session
per system account at any time; user programs may be run only during log-in sessions. If your account is found to have been transferred to
another party, or shows other activity in breach of this subclause, we shall have the right to cancel the account and terminate the Services
and/or this Agreement immediately. This does not apply to customers leasing dedicated or virtual dedicated servers.
- Payment and Charges
- Payments must be in pounds sterling (GBP). If paying by cheque or postal order and your cheque is
returned by the bank as unpaid for any reason, you will be liable for a "returned cheque" charge of £20.
- Where an automatic payment agreement is setup by you to Hallway Studios, you agree that the amounts billed may vary and be taken automatically
in accordance with your instructions and scale of charges at the time of ordering. Payment will be taken automatically where such arrangement
is in place for renewal of services as and when they are due and at the current rates as advised in advance by email to you, or as published
on our web site.
- If you have set up an automatic payment agreement to us using a payment provider such as PayPal or GoCardless, you can cancel this agreement at any time by logging in to your account
with your payment provider and cancelling it from there. This is subject to the payment provider's own terms and conditions. Cancelling a payment agreement to us in this way does not constitute termination
of this agreement or imply that you are giving notice of cancellation of services. You will still be liable for any services provided unless
cancellation is given in a recognised format as set out within this agreement.
- The price of the Service shall be Hallway Studios' estimated or quoted price as quoted to you directly, and also in accordance with the scale of charges and rates published from time to time by
us on our web site.
- Hallway Studios reserves the right to increase the price of the Service to reflect any increase in the cost to Hallway Studios
which is due to any factor beyond the control of Hallway Studios (such as, without limitation, any significant increase in the costs of
labour or materials), any change in delivery dates, quantities or specifications for the Service which is requested by the Client, or
any delay caused by any instructions of the Client or failure of the Client to give Hallway Studios adequate information or instructions.
- All charges quoted to the Client for the provision of the Service are exclusive of any Value Added Tax, for which the Client shall
be additionally liable at the applicable rate from time to time.
- Except as otherwise stated under the terms of any estimate or quotation, and unless otherwise agreed in writing between the Client
and Hallway Studios, all prices are given by Hallway Studios on an ex works basis, and the Client shall be liable to pay Hallway Studios'
charges for transport, packaging and insurance.
- Hallway Studios shall be entitled to invoice the Client in respect of any third party costs immediately following the date of a
Contract and, in respect of all other aspects of the Service, on or following delivery of the Service, or, if provision of a Service is due
to take longer than a month, at the end of each month, or at other times specified in writing by Hallway Studios.
- The price for the Service or other charges and any additional sums payable shall be paid by the Client (without any set off or other
deduction) immediately on receipt of Hallway Studios' invoice or pro-forma invoice, except where such invoice or pro-forma invoice states an alternative
date whereby payment is due. If an invoice or pro-forma invoice is re-issued due to error, the revised payment due date and total fee will apply immediately upon
receipt of the revised invoice or pro-forma invoice. The time of payment of the price shall be of the essence of the Contract
- If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to Hallway
Studios, Hallway Studios shall be entitled to:
- Cancel the Contract or Agreement or suspend any further provision of any Service to the Client; and
- Charge the Client interest (both before and after any judgment) on the amount unpaid, at the rate of four per cent per annum
above the Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month
for the purpose of calculating interest).
- Intellectual Property Rights
- You shall obtain any and all necessary consents and clearances to enable you lawfully to make use of all and any intellectual property
rights through the Services, including without limitation, clearance and/or consents in respect of your proposed domain name.
- You shall indemnify us and keep us indemnified and hold us harmless from and against any breach by you of these terms of business and
any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Services and the
Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable
legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement.
Without in any way limiting any of Hallway Studios Limited's rights
- We reserve the right to suspend and/or terminate your account at our discretion if found to be in violation of this agreement. If you
fail to correct the breach within thirty (30) days following written notice
from us specifying the breach, we may terminate this Agreement forthwith upon written notice.
- If you fail to pay any sums due to us as they fall due, we may suspend the Services and/or terminate this Agreement forthwith without
notice to you.
- If you are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver
or enter into a voluntary arrangement with your creditors, we shall be entitled to terminate this Agreement forthwith without notice to you.
- On termination of this Agreement or suspension of the Services we shall be entitled immediately to block your Web Site. We shall be
entitled to delete all data held on our Server but we shall hold such data for a period of 90 days of termination or suspension (whichever occurs first) and we will allow you to collect it at
your expense, subject to payment in full of any amounts withstanding and payable to us. We shall further be entitled to post such notice in
respect of the non-availability of your Web Site as we think fit. If you are going to cancel the Service, we will provide a copy of data on
the server on a suitable medium at your expense, and ONLY at your request, prior to deletion of any data. You must request this prior to
cancellation of the Service. If your account is suspended due to breach of contract or terms and conditions (i.e. without your explicit
instruction), we shall endeavour to contact you in order to arrange a copy of the data we hold on our server using the contact details you
have supplied for us before deletion of any data. If we cannot contact you for 90 days, we will reserve the right to delete all data held.
- The Client shall be entitled to terminate the Contract at any time by giving not less than one month's notice to Hallway Studios, in which
case the Client shall indemnify Hallway Studios in full against all loss (including loss of profit), costs (including the cost of all labour and materials
used), damages, charges and expenses incurred by Hallway Studios as a result of termination. The client may give notice of cancellation
by requesting cancellation within their control panel made available by us, or by email, phone or in writing. We may require sufficient proof
of identity to process a cancellation for security reasons.
- Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits
any breach of these Conditions and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if
the other goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has
a receiver or administrator appointed.
- Warranties and Limitation of Liability
- Hallway Studios warrants to the Client that the Hallway Studios Materials will correspond with their Specification at the time of delivery.
- The above warranties are given by Hallway Studios subject to the following conditions:
- Hallway Studios shall be under no liability in respect of any defect in the Service and/or Hallway Studios Materials for any loss,
damage, costs, expenses or other claims for compensation arising from any Client Material or instructions supplied by the Client which are
incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non arrival, or
any other fault of the Client; and
- Hallway Studios shall be under no liability under the above warranties (or any other warranty, condition or guarantee) if the total
price for the Service and/or Hallway Studios Materials has not been paid by the due date for payment.
- All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute
or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty
of satisfactory quality and fitness for a particular purpose are hereby excluded.
- Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
- Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the
provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim.
- In any event no claim shall be brought unless you have notified us of the claim within one year of it arising.
- In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or
consequential or economic loss whatsoever.
- Except in respect of death or personal injury caused by Hallway Studios' negligence, or as expressly provided in these Conditions, Hallway
Studios shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term,
or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss,
damage, costs, expenses or other claims (whether caused by the negligence of Hallway Studios, its servants or agents or otherwise) which arise out
of or in connection with the provision of the Service and/or Hallway Studios Materials or their use by the Client, and the entire liability of
Hallway Studios under or in connection with the Contract shall not exceed the amount of Hallway Studios' charges for the provision of the Service,
except as expressly provided in these Conditions.
- Hallway Studios shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing,
or any failure to perform, any of Hallway Studios' obligations in relation to the Service and/or Hallway Studios Materials, if the delay or failure
was due to any cause beyond Hallway Studios' reasonable control.
- Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded
to the fullest extent permitted by law. Where the Service and/or Hallway Studios Materials are supplied under a consumer transaction, the statutory
rights of the Client are not affected by these Conditions.
- Any claim by the Client which is based on any defect in the quality or condition of Hallway Studios Materials shall (whether or not delivery
is refused by the Client) be notified to Hallway Studios within 7 days from the date of delivery. If delivery is not refused, and the Client does not
notify Hallway Studios accordingly, the Client shall not be entitled to reject the Hallway Studios Materials and Hallway Studios shall have no liability
for such defect or failure, and the Client shall be bound to pay the price as if the Hallway Studios Materials had been delivered in accordance with the
- The Client shall not be entitled to reject, make any other claim or withhold payment in respect of any Hallway Studios Materials if the Client
has previously approved proofs or other artwork provided by Hallway Studios and such Hallway Studios Materials conform with such proofs or artwork,
notwithstanding that they are defective in any way if such defect was evident in such proofs or artwork.
- Where any valid claim in respect of any of the Hallway Studios Materials which is based on any defect in the quality or condition of the Hallway
Studios Materials or their failure to meet specification is notified to Hallway Studios in accordance with these Conditions, Hallway Studios shall be
entitled to replace the Hallway Studios Materials (or the part in question) free of charge or, at Hallway Studios' sole discretion, refund to the Client
the price of the Hallway Studios Materials (or a proportionate part of the price), but Hallway Studios shall have no further liability to the Client.
- Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party
as appearing in this Agreement or ancillary application forms or such other address as such party may from time to time have communicated to the
other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax
shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served two
days following the date of posting.
- Changes in Service
- Due to changes in technology we certainly will be adding more services, both hardware and software to the service that we provide. In the
event that such upgrades cause downtime, this will constitute planned maintenance.
- Supply of the Service
- The Supplier shall provide the Service to the Client subject to these Conditions, which shall govern the Contract to the
exclusion of any other terms and conditions subject to which any such estimate or quotation is accepted or purported to be accepted,
or any such order is made or purported to be made, by the Client. Any changes or additions to the Service or these Conditions must be
agreed in writing by Hallway Studios and the Client, or through the secure client area as made available by us to you.
- The Client shall at its own expense supply Hallway Studios with all necessary Documents or other materials, and all necessary
data or other information relating to the Service, within sufficient time to enable Hallway Studios to provide the Service in accordance
with the Contract. The Client shall be responsible to Hallway Studios for ensuring the accuracy of the terms of any order (including any
Client Material) submitted by the Client, and for giving Hallway Studios any necessary information relating to the Services within a
sufficient time to enable Hallway Studios to perform the Contract in accordance with its terms.
- The Client shall at its own expense retain duplicate copies of all Client Material. Hallway Studios shall have no liability for
any loss of or damage to any Client Material, however caused.
- Delivery and Provision of Services
- Any dates estimated for delivery of Hallway Studios Materials or provisioning of Services are approximate only and Hallway Studios shall not be liable for any delay
in delivery however caused. Time for delivery or service provision shall not be of the essence of the Contract. Deliveries may be made by Hallway Studios in advance
of any estimated delivery date.
- Risk of damage to or loss of Hallway Studios Materials shall pass to the Client at the time of delivery or, if the Client fails to take
delivery of Hallway Studios Materials, the time when Hallway Studios has tendered delivery of Hallway Studios Materials.
- Notwithstanding delivery and the passing of risk in Hallway Studios Materials, or any other provision of these Conditions, the property
in Hallway Studios Materials shall not pass to the Client until Hallway Studios has received in cash or cleared funds payment in full of the
price of Hallway Studios Materials and all other items agreed to be sold by Hallway Studios to the Client for which payment is then due.
- Until such time as the property in the Hallway Studios Materials passes to the Client, the Client shall hold the Hallway Studios
Materials as Hallway Studios' fiduciary agent and bailee, and shall keep the Hallway Studios Materials separate from those of the Client
and third parties and properly stored, protected and insured and identified as Hallway Studios' property, but the Client shall be entitled
to resell or use the Hallway Studios Materials in the ordinary course of its business.
- Until such time as the property in the Hallway Studios Materials passes to the Client (and provided the Hallway Studios Materials are still
in existence and have not been resold), Hallway Studios shall be entitled at any time to require the Client to deliver up the Hallway Studios
Materials to Hallway Studios and, if the Client fails to do so forthwith, to enter upon any premises of the Client or any third party where the
Hallway Studios Materials are stored and repossess the Hallway Studios Materials.
- Rights in Hallway Studios Material
- The property and any copyright, design rights or other intellectual property rights in any Hallway Studios Material shall, unless otherwise
agreed in writing between the Client and Hallway Studios, belong to Hallway Studios, subject only to the right of the Client (which shall be a
non-transferable licence) to use the Hallway Studios Material, as contemplated by the Specification, in the ordinary course of its business. The
Client shall have no such rights in respect of Hallway Studios Materials unless and until the Client has paid all sums due to Hallway Studios
under the Contract and any other contract.
- The Client shall not resell the Hallway Studios Materials or any items incorporating any of the Hallway Studios Materials unless such
resale is expressly contemplated by the Contract or otherwise agreed in writing by Hallway Studios. Nor shall the Client use any of the Hallway
Studios Materials in any manner, in quantities or on or part of any item not expressly contemplated by the Contract, unless otherwise agreed in
writing by Hallway Studios.
- These Conditions (together with the terms, if any, set out in the Specification or another Document which has been agreed by both parties) constitute
the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All
other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
- Hallway Studios' directors, employees or agents are not authorised to make any representations concerning the Service or the Hallway Studios Materials
unless confirmed by Hallway Studios in writing. In entering into the Contract the Client acknowledges that it does not rely on any such representations which
are not so confirmed.
- Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at
its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the
party giving the notice. Alternatively, notice may be made in writing by email to Hallway Studios using our contact page available on the website, and by Hallway Studios
to the Client by using the email address used in any communications or as given when requesting provision of Services.
- No failure or delay (except where otherwise noted) by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver
by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
- If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the
other provisions of these Conditions and the remainder of the provision in question shall not be affected.
- English law shall apply to these Conditions and the Contract generally, and the parties agree to submit to the non exclusive jurisdiction of the
- Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
- Entire Agreement
- These terms and conditions together with any documents expressly referred to in them, contain the entire Agreement between us relating to
the subject matter covered and supersede any previous Agreements, arrangements, undertakings or proposals, written or oral: between us in
relation to such matters. No oral explanation or oral information given by any party shall alter the interpretation of these terms and
conditions. In agreeing to these terms and conditions, you have not relied on any representation other than those expressly stated in
these terms and conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not been made expressly
in this Agreement. We reserve the right to change this agreement without notice. Any prices quoted exclude VAT unless explicitly stated.
Some of our domain name registrations are provided by our established supplier, Tucows. Additional terms apply for these services:
- Master Contract: Exhibit A
- ICANN Policy
- ICANN Registrants Rights and Responsibilities
Hallway Studios Ltd T/A Hostmetrics. Top Floor, 103-105 High Street, Watford, Hertfordshire, WD17 2DQ