By registering a .cymru and/or a .wales domain name with Nominet Registrar Services Limited (hereinafter referred to as "Registrar", "We", "Us" or "Our"), either directly or via a Reseller, You (being defined as a user of a domain name)) are deemed to have accepted the terms and conditions of this End User Agreement (the "Agreement") which set out the terms under which We will provide services to You.
1.1. The definitions and rules of interpretation in this clause apply in this Agreement.
1.1.1. AGREEMENT: means these terms and any other documents incorporated into them (subject to clause 11.6).
1.1.2. CONTACT INFORMATION: means the full name, postal address, email address, telephone number and fax number (if available) for: (i) You; (ii) an individual who is an authorised contact (if You are an organisation, association or corporation); (iii) Your technical contact (which may be You); and (iv) Your administrative contact (which may be You).
1.1.3. CUSTOMER, YOU OR YOUR: means the person, corporation or entity who is entering into this Contract with Us and who has registered a Domain Name with Us.
1.1.5. DISPUTE RESOLUTION POLICY: means any relevant dispute resolution policy including, but without limitation, the ICANN UDRP and URS Policies, and Nominet’s mediation service.
1.1.6. DOMAIN NAME: means an Internet domain name ending in .cymru or .wales registered with the Registry through Our systems.
1.1.7. DOMAIN NAME SYSTEM: is the system which translates Domain Names into numerical Internet Protocol addresses.
1.1.8. EXPIRATION DATE: means the date on which a Domain Name registration is due to expire, as displayed on the WHOIS result for that Domain Name.
1.1.9. FEES: means the fees charged by Us in relation to the registration and renewal of Domain Names, and other associated services.
1.1.10. ICANN: means the Internet Corporation of Assigned Names and Numbers.
1.1.11. INITIAL PERIOD: means the period following the commencement of this Agreement and the first Renewal date of the Domain Name registered by You.
1.1.12. 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.
1.1.13. NAME SERVERS: shall mean computers that provide specific translation information in the Domain Name System.
1.1.14. REGISTRY: shall mean Nominet UK, the organisation which operates the zone file for the Domain Names.
1.1.15. RENEWAL: means the renewal of a Domain Name with the Registry.
1.1.16. RESELLER: means someone who has entered into a contract with Us in order to register Domain Names with Us on behalf of those who wish to use those Domain Names.
1.1.17. UDRP: means the Uniform Domain Name Dispute-Resolution Policy established by ICANN as a means of resolving disputes about Domain Names, which can be found at https://www.icann.org/resources/pages/policy-2012-02-25-en).
1.1.18. URS: means the Uniform Rapid Suspension Service established by ICANN, as a means of resolving disputes about Domain Names.
1.1.19. WHOIS: means a search tool that allows someone to discover information about a Domain Name and the registrant of that 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. Registrar and You 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 apply to register a Domain Name with Us, and shall continue until terminated, and/or any Domain Names You have registered with Us are cancelled whether in accordance with clause 10 of this Agreement or otherwise.
3. REGISTRAR OBLIGATIONS
3.1. We will register and renew with the Registry any Domain Names that You have asked Us to register on Your behalf, provided that those Domain Names are available for registration by You and shall be subject to the terms and conditions of this Agreement, and any particular requirements of the Registry that We may notify to You.
4. YOUR OBLIGATIONS
4.1. You shall ensure that You have provided Us with correct and accurate Contact Information at all times, and that You update Your Contact Information within seven (7) days in the event of a change to Your Contact Information. Where You or Your Reseller provide Us with the details of primary and secondary Nameservers for Your Domain Name, those details must be correct and accurate.
4.2. In the event that We, in Our reasonable opinion, believe that You have wilfully provided Us with inaccurate or unreliable Contact Information, We will send You a notice requiring You to correct Your Contact Information. You must then rectify Your Contact Information within fifteen (15) days or we will be entitled to suspend or cancel Your registration of any connected Domain Name without further notice.
4.3. You may not, without Our prior written consent (such consent not to be unreasonably withheld), assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with this Agreement or any of the rights and obligations under or arising out of this Agreement (or any document referred to in it), or purport to do any of the same. You may not subcontract or delegate in any manner any or all of Your obligations under this Agreement to any third party or agent.
4.4. Any personal data (as defined in the Data Protection Act 1998) that We obtain from You during the provision of the Services will be held by Us in accordance with Our Data Protection Policy.
4.5. Without prejudice to Clause 4.4 You acknowledge and agree:
4.5.1. that any personal data that You provide to Us for the purposes of registering a Domain Name will be provided to the Registry by Us in order to complete registration formalities, including publication of this data in the WHOIS record for the Domain Name, and shall be used in accordance with the Registry’s policy which is located at http://www.nominet.org.uk/privacy-policy;
4.5.2. that You consent to the processing of any of Your personal data by Us and by the Registry, in accordance with the terms of this Agreement, and any associated data protection policies; and
4.5.3. that details of Your name, address and payment record may be submitted to a credit reference agency for the purposes of checking Your credit worthiness.
4.6. You have all necessary permissions, licenses and consents to use Our services and to register any Domain Name with Us, and that by registering or using any Domain Name with Us and using any services provided by Us, You will not infringe any Intellectual Property Rights of any other person or entity.
4.7. You acknowledge and agree that You will not own or acquire ownership of any Intellectual Property Rights in or relating to a Domain Name other than those rights expressly granted by this Agreement.
4.8. For the adjudication of disputes concerning or arising from use of a Domain Name, You shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts of (1) Your domicile, and (2) where Nominet Registrar Services Limited is head quartered, presently Oxford, United Kingdom.
4.9. Without prejudice to Our other rights and remedies, We may at Our sole discretion suspend the provision of the whole or any part of the Services (temporarily or permanently) and will have no liability to provide the Services on the occurrence of any of the following events:
4.9.1. a mistake in the registration of any Domain Name by Us or by the Registry having been identified; or
4.9.2. the issue by any court of competent jurisdiction or other competent authority (including, but without limitation, a person appointed under the ICANN UDRP or URS Policies for the determination of a dispute) of an order which is binding on Us which has the effect of suspending Our Services.
4.10. You acknowledge that You will not rely on the registration or continued registration of a Domain Name until confirmation of completion of registration of that Domain Name is notified to You.
4.11. You acknowledge and agree that additional rules may apply to the registration of Domain Names during certain periods (e.g. during the initial period during which Domain Names are made available for registration) and that, where We notify You that such rules apply, You must comply with those rules in relation to the registration of any Domain Name during the relevant period.
4.12. You acknowledge and agree that We and/or the Registry reserves the right to deny, cancel or transfer any registration or transaction, or place any Domain Name(s) on registry lock, hold or similar status, that it deems necessary, in its discretion; (1) to protect the integrity and stability of any systems; (2) to comply with any applicable laws, government rules or requirements, requests of law enforcement, or any dispute resolution process; (3) to avoid any liability, civil or criminal, on the part of Us, the Registry, as well Our respective officers, directors, and employees; (4) in the case of Us as per the terms and conditions of this Agreement or (5) to correct mistakes made by the Registry or Us in connection with a Domain Name registration. The Registry also reserves the right to place upon registry lock, hold or similar status a Domain Name during resolution of a dispute.
4.13. You acknowledge and agree that You are prohibited from distributing spam, distributing malware, abusively operating botnets, phishing, piracy, trademark or copyright infringement, fraudulent or deceptive practices, counterfeiting or otherwise engaging in activity contrary to applicable law, and further, that consistent with applicable law and any related procedures, any prohibited activity described herein may result in remedial measures including, but not limited to, the denial, cancellation or transfer of any registration or transaction, the placement of one or more registry lock functions on any Domain Name and the suspension of the Domain Name.
5. UNLAWFUL OR ABUSIVE USE AND REGISTRATION OF DOMAIN NAMES
5.1. You warrant when registering a Domain Name with Us that:
5.1.1. You are entitled to register that Domain Name;
5.1.2. registering or using that Domain Name You do not infringe the Intellectual Property Rights of any third party; and
5.1.3. You will not use that Domain Name for any unlawful purpose.
5.2. You acknowledge that the registration of any Domain Name with Us is subject to ICANN’s UDRP and URS dispute resolution procedures, as set out in clause 4.9.2 above.
5.3. We reserve the right to suspend or cancel the registration of any Domain Name.
6. RENEWAL AND REDEMPTION OF DOMAIN NAMES
6.1. We, or Your Reseller, will notify You in advance by email that a Domain Name registered to You is approaching its Expiration Date and when it will be automatically renewed by Us including any associated Fees. You must notify Us or Your Reseller if You do not wish to renew the Domain Name.
6.2. If We decide to renew the Domain Name after the Expiration Date You have the right for a period of 45 days after the Expiration Date to elect to cancel the Domain Name, and We will refund any Fees paid (to the person who paid them)if You choose to do this.
6.3. We reserve the right to place a Domain Name on hold at Our sole discretion if We do not receive payment of the Fees within 45 days of the Expiration Date. You will retain ownership of the Domain Name during this period.
6.4. Domain Names that have Fees unpaid and are not Renewed by the 46th day following the Expiration Date will remain on hold.
6.5. Domain Names that are not Renewed can nonetheless be redeemed by You in the period between 46 and 75 days (inclusive) following the Expiration Date, subject to payment of Fees (which may include any redemption charges) as may be specified by Us.
6.6. Domain Names that are not Renewed or redeemed by the end of the 75th day following the Expiration Date can no longer be Renewed or redeemed by You and will be cancelled.
7.1. You will fully indemnify and keep Us and Our officers, partners, employees and agents fully indemnified against all liabilities, costs, claims, expenses, demands, damages, penalties and losses (including professional costs and expenses) whether directly or indirectly suffered or incurred by Us arising out of or connected with:
7.1.1. Your breach of this Agreement; or
7.1.2. Your breach of any warranty given in clauses 4 or 5; or
7.1.3. any use or misuse of any services We provide to You, as a result of or attributable to Your actions; or
7.1.4. the Domain Name.
8. FEES AND PAYMENT
8.1. Fees payable by You under this Agreement will, in most circumstances, be paid on Your behalf by Your Reseller; however, You retain responsibility for ensuring that the Fees are paid. We reserve the right to cancel or suspend Domain Names, subject to the terms and conditions of this Agreement, in the event of any Fees being unpaid.
8.2. Any sums payable to Us under this Agreement are exclusive of VAT or any other sales tax and shall be made in the currency stated.
8.3. All sums payable to Us under this Agreement shall be paid 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.
8.4. We are under no obligation to commence the provision of any services to You unless and until We have received the required Fees.
9.1. Nothing in this Agreement excludes or limits Our liability for death or personal injury caused by Our negligence or any damage or liability incurred by You as a result of fraud or fraudulent misrepresentation by Us.
9.2. We will not be liable to You in contract, tort or otherwise, including negligence for any direct or indirect immediate or consequential loss, damage, costs, expenses or other claims arising out of or in connection with this Agreement for:
9.2.1. loss of profit;
9.2.2. loss of business, contracts or revenue;
9.2.3. loss of expected savings or goodwill;
9.2.4. loss of registration or use, or both (for whatever reason) of a Domain Name.
9.3. Subject to clause 9.1 Our total liability to You, whether under these Conditions or otherwise, including liability for negligence, shall be no more than 5,000 GBP.
9.4. All conditions, warranties or other terms which might have effect between You and Us or be implied or incorporated into this Agreement whether by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law, including without limitation any implied conditions or warranties.
10.1. Either party (or by Your Reseller acting on Your behalf) may terminate the Agreement by giving 30 days written notice to the other. You must transfer any Domain Names You have registered with Us to a new ICANN-accredited registrar in the event that You terminate this Agreement.
10.2. This Agreement will automatically terminate in the event that You (or Your Reseller, acting on Your behalf) transfer Your Domain Name to a different ICANN-accredited registrar. Transferring Your Domain Name from one Reseller to another Reseller will not terminate this Agreement,
10.3. Without prejudice to any other rights or remedies which We may have, We may terminate the Agreement without liability to You immediately on giving notice to You if You fail to pay Us any sum due under the Agreement on the due date for payment and You remain in default not less than seven days after being notified in writing to make such payment.
10.4. Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other immediately on giving notice to the other if:
10.4.1. the other party commits a material breach of any of the terms of the 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
10.4.2. the other party (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or has no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
10.4.3. the other party has a receiver, manager, administrator or administrative receiver appointed over its assets or income, has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or an administration order; or
10.4.4. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
10.5. If You are a consumer, You have the right to cancel the Agreement by notice to Us in writing within 14 days and receive a full refund at no additional cost from either; the date the Agreement is formed, or the date that You receive confirmation from Us that the Agreement is formed, whichever is the later. The refund may be paid to Your Reseller – if that happens and You will have to reclaim the refund from Your Reseller.
10.6. Due to the real time nature of Domain Name registrations, where following termination We are unable to cancel any registration or Renewal of the Domain Name, We may make a minimum charge to You to cover costs incurred by Us to the Registry for registering the Domain Name.
10.7. On termination of the Agreement for any reason You agree that:
10.7.1. We shall have the right at Our sole discretion to immediately delete any account You may have with Us;
10.7.2. Your entitlement to use any of Our services will immediately cease;
10.7.3. Unless You have transferred the Domain Name to another ICANN-accredited registrar prior to termination,:
10.7.3.1. Your accrued and future rights, including rights in any accrued and future goodwill, in the Domain Name shall immediately cease; and
10.7.3.2. You shall have not have any title to or any licence to the whole or any part of the Domain Name and full ownership and title in the Domain Name shall immediately revert to Us.
11.1. Confidential Information
11.1.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 11.1.2.
11.1.2. Each party may disclose the other party's confidential information:
188.8.131.52. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 184.108.40.206; and
220.127.116.11. as may be required by law, court order, Dispute Resolution Policy or any governmental or regulatory authority.
11.1.3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.
11.2. Intellectual Property
11.2.1. You acknowledge and agree that You will not own or acquire ownership of any Intellectual Property Rights in or relating to the Domain Name or services other than those rights expressly granted by this Agreement.
11.3. Force Majeure
11.3.1. 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 (a "Force Majeure"). The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and of when they expect the circumstances to cease to do so. If such circumstances continue for a continuous period of more than 90 days, either party may terminate this Agreement by written notice to the other party.
11.4.1. We may revise this Agreement from time to time and 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 and Your continued use of the service We provide after changes to this Agreement have been published on our website will constitute Your acceptance of such changes.
11.4.2. You may request an amendment to this Agreement by giving Us Notice in accordance with clause 11.9.3.
11.4.3. We reserve the right not to agree or incorporate into these terms and conditions any amendments that You may propose pursuant to clause 11.4.1.
11.5.1. You may not, without Our prior written consent (such consent not to be unreasonably withheld), assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with this Agreement or any of the rights and obligations under or arising out of this Agreement (or any document referred to in it), or purport to do any of the same. You may not subcontract or delegate in any manner any or all of Your obligations under this Agreement to any third party or agent.
11.5.2. We may, at any time, assign (absolutely or by way of security and in whole or in part), transfer, mortgage, charge or deal in any other manner with the benefit of any or all of Our obligations or any benefit arising under or out of this Agreement.
11.6. Entire Agreement
11.6.1. This Agreement contains the whole agreement between the parties in respect of the subject matter of this Agreement and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. 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.
11.7.1. No failure or delay by Us in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
11.8.1. 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.
11.9.1. Any notice required to be given by Us under this Agreement or otherwise, shall be emailed to You at the email address as given to Us by You in accordance with this Agreement;
11.9.2. Further, any notice given in accordance with clause 11.9.1 shall be deemed to have been served 24 hours after the email Notice has been sent;
11.9.3. Any notice required to be given by You under this Agreement, shall be in writing, signed by a duly authorised representative and shall be sent by pre-paid first-class post or recorded delivery or by commercial courier, to the address published on Our website.
11.9.4. Any notice given in accordance with clause 11.9.3 shall be deemed to have been duly received if sent by pre-paid first-class post or recorded delivery, at on the two days after posting; or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
11.10. Third parties
11.10.1. Save for those rights explicitly given to third parties in this Agreement, for the purposes of the Contracts (Rights of Third parties) Act 1999 and notwithstanding any other provision of this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
11.11. Law and jurisdiction
11.11.1. Save as explicitly stated, this Agreement, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
11.11.2. 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.