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Reseller agreement

By ticking the box next to the text "I confirm that I have read and agree to the Terms and Conditions" and pressing the "Complete Sign Up" button You (as defined below) are deemed to have accepted the following terms and conditions (together the "Agreement") which set out the terms under which Nominet Registrar Services Limited ("Supplier", "We", "Us" or "Our") will provide the Services to You to allow You to act as a Reseller.

We may make reasonable changes to the terms and conditions of this Agreement from time to time. We will notify you of any such changes by publishing them on our website at least 30 days before they are due to take effect. Any new, different or additional features changing the services We provide to You will automatically be subject to this Agreement. Your continued use of the Services after any such changes to the Agreement shall constitute Your acceptance of those changes.

1.    DEFINITIONS
1.1.    The definitions and rules of interpretation in this clause apply in this Agreement.
1.1.1.    CUSTOMER, YOU OR YOUR: means the person, corporation or entity who is entering into this Contract with Us and who will use our Management Systems and associated Nominet Registrar Services Limited products and services.
1.1.2.    AGREEMENT: means these terms and any other documents incorporated into them (subject to clause 15.1).
1.1.3.    DISPUTE RESOLUTION POLICY: means any relevant dispute resolution policy including, but without limitation, the ICANN UDRP and URS Policies, and Nominet’s mediation service.
1.1.4.    NRS CONTROL PANEL: means the online browser based portal used to administer a Reseller’s account, NRS products and services and provide a visual interface for management of a registered Domain Name.
1.1.5.    DOMAIN NAME: shall mean an Internet domain name capable of registration through the Management Systems.
1.1.6.    DOMAIN NAME SYSTEM: is the system which translates numerical Internet Protocol addresses into Domain Names.
1.1.7.    END USER AGREEMENT means the terms and conditions under which We register a Domain Name for a User.
1.1.8.    FEES: means the fees set out within the "Rates, Fees and Limits" section of the NRS Control Panel.
1.1.9.    GATEWAY: an electronic connection between the Supplier and the Registry;
1.1.10.    ICANN: means the Internet Corporation of Assigned Names and Numbers.
1.1.11.    INTELLECTUAL PROPERTY RIGHTS: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.1.12.    MANAGEMENT SYSTEMS means either or both of the NRS Control Panel and EPP, which can be used by You to manage the registration of Domain Names on behalf of Users.
1.1.13.    NAME SERVERS: shall mean computers that provide specific translation information in the Domain Name System.
1.1.14.    PRE-EXISTING MATERIALS: all written documents, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form, information and materials provided by the Supplier relating to the Management Systems (as defined below) which existed prior to the commencement of this Agreement, including computer programs, data, reports and specifications.
1.1.15.    REGISTRAR: shall mean an organisation which is ICANN accredited and able to register Domain Names with a Registry.
1.1.16.    REGISTRY: shall mean the organisation which operates the zone file converting Domain Names to Internet protocol addresses for a top level Domain Name.
1.1.17.    RENEWAL: means the renewal of a Domain Name with the Registry.
1.1.18.    RESELLER: means someone who has agreed to the terms of this Agreement in order to use the Management Systems to register Domain Names for Users.
1.1.19.    SALES TAX: means a consumption tax charged at the point of purchase for goods and services, such as Value Added Tax.
1.1.20.    SUPPLIER'S EQUIPMENT: any equipment, including tools, systems, cabling or facilities, provided by the Supplier or its subcontractors and used directly or indirectly in the supply of the services.
1.1.21.    USER: shall mean a person or entity registering, transferring, renewing or managing a Domain Name.
1.2.    Clause and paragraph headings shall not affect the interpretation of this Agreement.
1.3.    A PERSON includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.
1.4.    Words in the singular shall include the plural and vice versa.
1.5.    A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.6.    A reference to WRITING or WRITTEN includes faxes and e-mail.
1.7.    Where the words INCLUDE(S), INCLUDING or IN PARTICULAR are used in this Agreement, they are deemed to have the words WITHOUT LIMITATION following them. Where the context permits, the words OTHER and OTHERWISE are illustrative and shall not limit the sense of the words preceding them.
1.8.    Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.9.    References to clauses are to the clauses of this Agreement.

2.    COMMENCEMENT AND DURATION
2.1.    The Customer and Supplier shall carry out their obligations under this Agreement during the term of this Agreement and on the terms and conditions of this Agreement.
2.2.    The Agreement shall commence on the date on which You indicate that You have accepted the terms of this Agreement and shall continue until terminated, whether in accordance with clause 10 or otherwise.

3.    SUPPLIER'S OBLIGATIONS
3.1.    The Supplier shall use reasonable endeavours to comply with its obligations as set out hereunder in all material respects.
3.2.    The Supplier shall use reasonable endeavours to meet any performance dates specified and time for performance by the Supplier shall not be of the essence of this Agreement.
3.3.    The Supplier shall:
3.3.1.    subject to the terms and conditions of this Agreement, grant You a non-exclusive, non-transferable, limited license to use the Management Systems to facilitate the registration and management of Domain Names on behalf of its Users;
3.3.2.    provide access to the Management Systems to allow the registration of Domain Names at the rates shown within the "Rates, Fees and Limits" section of the NRS Control Panel
3.3.3.    provide technical support to the Customer during business hours of 9.00 am to 5.30 pm Monday to Friday (excluding public holidays in England and Wales);
3.3.4.    unless Customer gives a contrary instruction in relation to a Domain Name in the Management Systems, automatically renew Domain Names on the day of expiration or 24 hours prior to the day of expiration, as recorded by the relevant Registry;
3.3.5.    at its sole discretion allow Domain Names to be Renewed following their expiration using the  Management Systems;
3.3.6.    at its sole discretion, temporarily suspend access to the Management Systems as necessary or appropriate; 
3.3.7.    from time to time may make modifications to the Management Systems licensed under this Agreement with or without reasonable notice; and
3.3.8.    process User data in compliance with the Data Protection Act 1998
3.4.    The Supplier may, but is not obligated to, provide technical support for Domain Names under management through the Management Systems if required to do so.
3.5.    If the Customer's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Supplier, its agents, subcontractors, consultants or employees, the Customer shall not be liable for any costs, charges or losses sustained or incurred by the Supplier that arise directly or indirectly from such prevention or delay.

4.    CUSTOMER'S OBLIGATIONS
4.1.    The Customer shall use its best endeavours to comply with its obligations hereunder in all material respects.
4.2.    The Customer shall use its best endeavours to meet any performance dates specified hereunder and time for performance by the Customer shall be of the essence of this Agreement.
4.3.    The Customer shall:
4.3.1.    use its best endeavours to ensure that We are provided with accurate and correct data when a Domain Name is registered, and to assist Us in complying with the WHOIS Accuracy Specification which forms part of ICANN’s 2013 Registrar Accreditation Agreement; 
4.3.2.    act promptly on reasonable requests from Users to make changes to their Domain Name registrations;
4.3.3.    exercise due diligence, care and attention in the submission of all relevant information to us, and comply with the instructions published by us in relation to the Management Systems in particular, and registration of Domain Names with Us in general;
4.3.4.    submit the data correctly formatted and as specified in the instructions provided for the Management Systems;
4.3.5.    use its best endeavours to ensure that We are not put in breach of the Data Protection Act 1998 or any data protection policies published by Us by any action or omission of the Customer;
4.3.6.    use the Management Systems only in the manner intended and as specified by the Supplier from time to time;
4.3.7.    develop and employ all necessary technology to ensure that its connection and transmissions to the Management Systems are secure, authenticated and encrypted as required by the instructions provided in relation to the Management Systems;
4.3.8.    respond to any reported issues arising from using the Management Systems incorrectly immediately;
4.3.9.    notify Us immediately if You know or have reason to suspect that there has been any unauthorised use of the  Management Systems;
4.3.10.    make Your Users aware of the End User Agreement applicable to the registration of a Domain Name, and obtain their consent, on Our behalf, to be bound by the terms of the End User Agreement;
4.3.11.    include in Your agreement with a User all registration agreement provisions and notices required by the ICANN Registrar Accreditation Agreement 2013 and any ICANN Consensus Policies;
4.3.12.    publish on Your website details of any and all fees that You charge in relation to Domain Names;
4.3.13.    during the Term of this Agreement and for two (2) years thereafter, maintain records relating to Your dealings with Users.
4.3.14.    notify Us immediately if You know or have reason to suspect that there is or may be any court proceedings or other proceedings (including but without limitation any complaint, proceedings or similar under any Dispute Resolution Policy) which involve Domain Names registered or managed with the  Management Systems;
4.3.15.    comply with any ICANN policy in relation to the provision of privacy and proxy services for domain name registrations;
4.3.16.    assist facilitating the transfer of Domain Names from another Registrar to Us or from Us to another Registrar, according to the policies of ICANN and/or the Domain Name Registry without interference;
4.3.17.    assist facilitating the transfer of Domain Names from another of Our Resellers to You, or from You to another of Our Resellers, according to any instructions published from time to time, or directions given at the time;
4.3.18.    provide, in a timely manner, such information as We may require, and ensure that it is accurate in all material respects;
4.3.19.    where We are unable to identify or contact the User of a Domain Name directly using the details provided by the Customer in relation to a Domain Name registration, provide Us on request with such additional or more complete identity and contact details as the Customer may have (including, without limitation, where the registrant is making use of a privacy or proxy service);
4.3.20.    be responsible for collecting Fees, providing customer service, and technical support to the User of the Domain Name, such services to be provided to a reasonable industry standard;
4.3.21.    not use or allow the Management Systems to be used for any unlawful purpose or for the publication of, linking to, issue or display of, any unlawful material including any software which is pirated or which breaches any Intellectual Property Rights or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, defamatory or which breaches the rights including Intellectual Property Rights of any third party or which is or encourages criminal acts or contains any virus, worm, trojan horse or other harmful code whether under English law or regulations, the laws or regulations of Your country or of any other location where the results of such purpose or the material in question can be accessed;
4.3.22.    not use or suffer the Management Systems to be allowed to be used in breach of generally accepted standards and codes of practice for the use of the Internet, including but not limited to the sending of unsolicited e-mails, "mail bombing" or the impersonation of another person whether living or dead;
4.3.23.    not use the services of any third party for the purposes, in breach of generally accepted standards and codes of practice for the use of the Internet, including but not limited to: the sending of unsolicited e-mails, "mail bombing", the impersonation of another person whether living or dead, or the publication of, linking to, issue or display of any material that refers to Us or any of Our products or services without Our prior written consent;
4.3.24.    obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the content of this Agreement before the commencement of this Agreement;
4.3.25.    advise the Supplier of any contract terms that it, or that any company, person or legal entity connected to it, has entered into (or is going to enter into), with the Registry which will have any effect on its ability to carry out its obligations under this Agreement;
4.3.26.    keep the Supplier fully informed at all times of all relevant details that are necessary for the Supplier to fulfil its obligations under this Agreement, including but not limited to updating the Supplier regularly with any information issued by the Registry relevant under this Agreement;
4.3.27.    not, without the prior written consent of the Supplier at any time from the date of this Agreement to the expiry of 12 months after the termination of this Agreement, solicit or entice away from the Supplier or employ (or attempt to employ) or engage the services of any person who is, or has been, engaged as an employee, of the Supplier;
4.3.28.    immediately identify the Supplier as the sponsoring Registrar for a Domain Name upon request from their User; 
4.3.29.    provide Us with any reasonable assistance we require in the event that ICANN is undertaking an emergency transition of a top level Domain Name to a new Registry or emergency provider of registry services; and
4.3.30.    provide links on its website to ICANN’s educational materials for registrants of domain names, and to ICANN’s statement of “Registrant Benefits and Responsibilities”;
4.3.31.    assist Us in ensuring that the User receives the benefits set out in ICANN’s statement of “Registrant Benefits and Responsibilities”, as required by this Agreement or set out in any instructions published by Us;
4.3.32.    comply, without undue delay, with all lawful requests of UK law enforcement agencies in relation to Domain Names managed by You.
4.4.    The Customer agrees and acknowledges:
4.4.1.    that each User of the Customer is also bound by the terms and conditions of this Agreement and the End User Agreement as made available from time to time thereafter. Customers may require that its Users agree to additional terms and conditions, provided such terms and conditions do not create, or imply, any variation or succession to the terms of this Agreement, general policies of the Supplier, ICANN policy, a Registry’s terms or polices and any further policies and terms of any other governing body with appropriate authority for a Domain Name or Registry;
4.4.2.    that the Supplier has made no representations or warranties to You as to the availability of a Domain Name;
4.4.3.    the registration of a Domain Name is subject to any registration requirements of a specific Registry and You will comply with all of the terms and conditions of that Registry;
4.4.4.    that the Supplier has the right to pass on any additional charges made by a Registry in order to register, renew or maintain howsoever the Domain Name;
4.4.5.    that the Supplier is not liable for the actions of any Registry which affect the Domain Name whether before, during or after the domain name registration or renewal process;
4.4.6.    the time of a Domain Name registration shall be deemed as the record held by the relevant Domain Name Registry;
4.4.7.    Domain Names are automatically set to renew on their anniversary when using the default settings of the Management Systems and that the Customer must update their Renewal preferences at the time of registering a Domain Name with the Management Systems or by issuing a command using the Management Systems at least 24 hours prior to the expiration of a Domain Name as recorded by the Registry;
4.4.8.    in the event that a Domain Name registration is disputed they shall provide all reasonable assistance possible to Us, the Registry, any court and/or arbitrator considering the dispute, forwarding copies of any communications to the Supplier at their request and adhering to any requirements of the Dispute Resolution Policy;
4.4.9.    the particular importance of clause 4.3 to Our ability to fulfil Our obligations under this Agreement and agrees that any breach of any sub clause of clause 4.3 would constitute a material breach for the purposes of clause 10.2; 
4.4.10.    that it shall indemnify Us in the event that the Supplier suffers any direct, indirect or consequential losses, loss of profit, loss of reputation, or loss of opportunity to deploy resources elsewhere, arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay its obligations as set out in clauses 4.3;
4.4.11.    that You are expressly forbidden from operating a privacy or proxy registration service other than that provided by the Supplier for this express purpose;
4.4.12.    that You must provide Us with any reasonable assistance or information required by Us when investigating a breach of this Agreement by You, or by another of Our Resellers, including allowing us to audit your compliance with this Agreement;
4.4.13.    that You are not entitled to use any logo or designation belonging to ICANN, including the “ICANN” and “ICANN Accredited Registrar” logos unless you have ICANN’s permission to do so;
4.4.14.    that You will not do anything to misrepresent Your relationship with us or with any Registry;
4.4.15.    that any marketing materials provided to You by Us for use in promoting the registration of any Domain Names are used solely with our permission, and that we are the owner or licensor of those materials. You agree to comply with any reasonable instructions we give in relation to the use of any such materials, and that any goodwill in those materials belongs to the party that owns those materials, whether that is Us or a Registry; and
4.4.16.    that You will not do anything that puts Us in breach of our obligations under ICANN’s 2013 Registrar Accreditation Agreement. 
4.5.    The Customer agrees and acknowledges that the Customer and User have the right to use the Domain Name only for the time period of the registration. 
4.6.    If the Supplier's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

5.    WARRANTIES
5.1.    By entering into this Agreement You warrant that:
5.1.1.    all passwords or any other identifiers that You use in connection with the  Management Systems will at all times be kept confidential, used properly and will not be disclosed to any unauthorised person;
5.1.2.    any activity carried out in connection with the Management Systems which requires the use of passwords or other identifiers will be carried out by You or someone authorised to act on Your behalf;
5.1.3.    You accept full liability for all actions done, charges incurred and losses suffered by You for any activity carried out in connection with the Management Systems which requires the use of Your passwords or other identifiers, whether carried out with Your authorisation or not;
5.1.4.    You have all necessary permissions, licenses and consents to use the Management Systems and register Domain Names and that by registering the Domain Name and using the Management Systems You and Your Users will not infringe any Intellectual Property Rights of any other person or entity;
5.1.5.    You will obtain all necessary permissions, licenses and consents that may be or are required from time to time to enable Us to provide You with the  Management Systems;
5.1.6.    You will not use the Management Systems to or allow any material which in Our absolute discretion may harm Us, Our reputation or otherwise bring Us into disrepute;
5.1.7.    You will comply fully with the Dispute Resolution Policy and agree to any decision resulting therefrom; and

6.    PAYMENT
6.1.    The Fees payable by You to Us under this Agreement are exclusive of Value Added Tax or any other Sales Tax and shall be made in the currency stated within the "Rates, Fees and Limits" section of the NRS Control Panel.
6.2.    The Fees payable to Us under this Agreement shall be paid in advance and in full without any deduction set-off or withholding other than as required by law. You shall not be entitled to assert any credit, set-off or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part.
6.3.    The Supplier is under no obligation to allow You to use the Management Systems until such time as the Supplier has received the required fees and any other sums outstanding from You to Us. We reserve the right to reject or refuse to carry out any instructions submitted to us in the event that you do not have sufficient credit to pay any relevant fees for that instruction, or have any outstanding debts with Us.
6.4.    For the avoidance of doubt, once a request for a Domain Name has been placed, including any Renewals, You do not have the right to cancel such request.
6.5.    The Supplier reserves the right at their sole discretion to amend the Fees stated within the "Rates, Fees and Limits" section of the NRS Control Panel without prior written notice or consent.

7.    INTELLECTUAL PROPERTY RIGHTS
7.1.    As between the Customer and the Supplier, all Intellectual Property Rights and all other rights in any material provided by the Supplier including but not limited to the Management Systems and the Pre-existing Materials shall be owned by or licensed to the Supplier. Subject to clause 7.2, the Supplier licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the  Management Systems. If this Agreement is terminated, this licence will automatically terminate.
7.2.    The Customer acknowledges that, where the Supplier does not own any of the Pre-existing Materials, the Customer's use of rights in Pre-existing Materials is conditional on the Supplier obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Supplier to license such rights to the Customer.

8.    CONFIDENTIALITY AND THE SUPPLIER'S PROPERTY
8.1.    The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier, its employees, agents, consultants or subcontractors and any other confidential information concerning the Supplier's business or its products which the Customer may obtain.
8.2.    The Customer may disclose such information:
8.2.1.    to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Customer's obligations under this Agreement; and
8.2.2.    as may be required by law, court order or any governmental or regulatory authority.
8.3.    The Customer shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this clause 8.
8.4.    All materials, specifications and data supplied by the Supplier to the Customer (including Pre-existing Materials) shall, at all times, be and remain the exclusive property of the Supplier, but insofar as any of the same shall be in the possession or use of the Customer the Customer shall hold the same in safe custody at its own risk and maintained and kept in good condition, until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier's written instructions or authorisation.

9.    LIMITATION OF LIABILITY
9.1.    This clause 9 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer in respect of:
9.1.1.    any breach of this Agreement including any deliberate breach of this Agreement by the Supplier, or its employees, agents or subcontractors;
9.1.2.    any use made by the Customer of the services supplied by the Supplier, the  Management Systems or any part of them; and
9.1.3.    any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
9.2.    All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
9.3.    Nothing in this Agreement limits or excludes the liability of either party to the other:
9.3.1.    for death or personal injury resulting from negligence; or
9.3.2.    for any damage or liability incurred by the either party as a result of fraud or fraudulent misrepresentation by the other
9.4.    Subject to clause 9.2 and clause 9.3:
9.4.1.    the Supplier shall not be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
9.4.2.    the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to £5,000 GBP.

10.    TERMINATION
10.1.    Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other on giving the other not less than one month’s written notice.
10.2.    Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement without liability to the other on giving the other not less than one month’s written notice or immediately on giving notice to the other if:
10.2.1.    the other party commits a material breach of any of the material terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
10.2.2.    the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
10.2.3.    a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party; or
10.2.4.    an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the other party; or
10.2.5.    a floating charge holder over the assets of that other party has become entitled to appoint, or has appointed, an administrative receiver; or
10.2.6.    a person becomes entitled to appoint a receiver over the assets of the other party, or a receiver is appointed over the assets of the other party; or
10.2.7.    the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
10.2.8.    Our agreement with ICANN is terminated and we cease to be an ICANN accredited registrar; or
10.2.9.    in the event that the contract between the Customer and Registry is terminated.
10.3.    On termination of this Agreement for any reason:
10.3.1.    the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices in connection with this Agreement;
10.3.2.    the Customer shall, cease using and return or destroy (at the Supplier's option) all of the Supplier's Equipment, Pre-existing Materials,  Management Systems and any information relating to the  Management Systems. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping;
10.3.3.    the Supplier shall ensure that any remaining Domain Names are transferred or expired prior to termination that would be otherwise subject to this Agreement; and
10.3.4.    the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
10.4.    On termination of this Agreement (however arising) the following clauses shall survive and continue in full force and effect:
10.4.1.    clause 7;
10.4.2.    clause 8;
10.4.3.    clause 9;
10.4.4.    clause 10; and
10.4.5.    clause 21.

11.    FORCE MAJEURE
11.1.    A party, provided that it has complied with the provisions of clause 11.2, shall not be in breach of this Agreement, nor liable for any failure or delay in performance of any obligations under this Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (FORCE MAJEURE EVENT), including but not limited to acts of God, (including but not limited to fire, flood, earthquake, windstorm or other natural disaster), war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or similar actions, terrorist attack, civil war, civil commotion or riots, fire, explosion or accidental damage, collapse of building structures, failure of plant machinery, machinery, computers or vehicles, any labour dispute, including but not limited to strikes, industrial action or lockouts, interruption or failure of utility service, including but not limited to electric power, gas or water.
11.2.    Any party that is subject to a Force Majeure Event shall not be in breach of this Agreement provided that it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance.
11.3.    If the Force Majeure Event prevails for a continuous period of more than 2 months, either party may terminate this Agreement by giving 14 days' written notice to all the other party. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.

12.    VARIATION
12.1.    We shall have the right to vary or amend the terms of this Agreement, or of any of the documents referred to within it, on giving no less than 30 days’ notice of the changes, provided that we shall be able to make amendments on shorter notice if ICANN require it. 
12.2.    ICANN may amend their documents referred to within this Agreement according to their own policies and may do so on less than 30 days’ notice. You agree that we may make any necessary changes to this Agreement on shorter notice if required to do so as a result of an action taken by ICANN.

13.    WAIVER
13.1.    Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy.
13.2.    No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of any such right or remedy.
13.3.    A waiver (which may be given subject to conditions) of any right or remedy provided under this Agreement or by law shall only be effective if it is in writing and shall apply only to the party to whom it is addressed and for the specific circumstances for which it is given. It shall not prevent the party who has given the waiver from subsequently relying on the right or remedy in other circumstances.
13.4.    Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

14.    SEVERANCE
14.1.    If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
14.2.    If a provision of this Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

15.    ENTIRE AGREEMENT
15.1.    This Agreement and any documents referred to in it constitute the whole Agreement between the parties and supersedes any previous arrangement, understanding or Agreement between them relating to the subject matter of this Agreement.
15.2.    Each party acknowledges that, in entering into this Agreement and the documents referred to in it, does not rely on any statement, representation, assurance or warranty (REPRESENTATION) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement or those documents. Each party agrees that the only remedies available to it arising out of or in connection with a Representation shall be for breach of contract as provided in this Agreement.
15.3.    Nothing in this clause shall limit or exclude any liability for fraud.

16.    ASSIGNMENT
16.1.    The Customer shall not, without the prior written consent of the Supplier (which shall not be unreasonably withheld or delayed), assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.
16.2.    Each party that has rights under this Agreement is acting on its own behalf and not for the benefit of another person.

17.    NO PARTNERSHIP OR AGENCY
17.1.    Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

18.    RIGHTS OF THIRD PARTIES
18.1.    A person who is not a party to this Agreement shall not have any rights under or in connection with it.

19.    NOTICES
19.1.    Any duty to notify or give notice may, unless another form is specified, be by email, fax or post and shall be effective on the earlier of (a) the time of sending of the electronic communication or fax, (b) two days after posting by first class pre-paid post, or (c) receipt: and shall be validly served if sent to:
19.1.1.    in the case of the Supplier, Our contact details given on our website at the time; and 
19.1.2.    in the case of the Customer, the contact details We hold for you in respect of this Agreement, or your registered office (if applicable), or the relevant contact for the service;

20.    DISPUTE RESOLUTION
20.1.    If any dispute arises in connection with this Agreement, the Parties shall, within 14 days of a written request from one party to the other, communicate in a good faith effort to resolve the dispute.

21.    GOVERNING LAW AND JURISDICTION
21.1.    This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
21.2.    The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).