Terms & Conditions
The following are the agreed Splashweb terms. We are required to also make you aware of the Nominet Terms and Conditions too.
1. These definitions apply to this agreement insofar as the context permits:
“Escrow Service Provider” – means Transpact, the trading name of Anpa Forward Ltd, who has agreed to provide escrow services for the purpose of this transaction. For the purpose of this agreement escrow services consist minimally in the acceptance and holding of the purchase price on behalf of the Buyer until the Seller has effectively transferred all rights in the Name to the Buyer.
“Intellectual Property” – means intellectual property of every sort, whether or not registered or registerable in any country, including intellectual property of kinds coming into existence after today; and including, among others, patents, trade marks, unregistered marks, designs, copyrights, software, domain names, discoveries, creations and inventions.
“Domain Name” – means the domain name being sold
“Price” – means the agreed sum in Pounds Sterling.
“Tag Holder” – means a person who has signed a tag holder agreement with Nominet, who control the registry for UK Domain Names.
2. Summary of agreement
For the Price and subject to the non-negotiable terms of this agreement the Seller now sells and the Buyer buys:
2.1 The Domain Name and all rights in it; no website content of any form is included;
2.2 All goodwill attaching to the Domain Name;
2.3 All accrued rights of action relating to the Domain Name, against any third party.
3. Warranties by Seller
The Seller hereby warrants:
3.1 That the Domain Name is registered with Tag Holder BPC-CA, whose address is Kemp House, 152-160 City Road, London EC1V 2NX, England.
3.2 That registration or renewal of the Domain Name is valid until the expiry date shown on the WHOIS and that all due fees have been paid. All future registration fees beyond this date will be the responsibility of the Buyer;
3.3 That the Domain Name is registered to the Seller at the address above;
3.4 That the Seller is the legal owner of the Domain Name and knows of no person who has or might dispute or challenge the right of the Buyer to buy and use the Domain Name;
3.5 That the Seller has not licensed or given permission to any other person to use the Domain Name.
4. Warranties by Buyer
The Buyer hereby warrants:
4.1 That the domain registration data given is accurate and provides contact details as requested, including: the registrant’s name, company, postal address, email address, telephone number, and is in compliance with the domain registration terms of Nominet.
4.2 That they have the legal capacity to enter into this contract.
4.3 That they shall be solely responsible for determining its right to use, and shall be solely liable for its use, misuse, or any action by the Buyer causing impairment or loss of the Domain Name, subsequent to transfer thereof to the Buyer. The Buyer shall indemnify, defend, and hold harmless the Seller against any loss or damage (including all fees, costs and other expenses) arising from claims of a third party for conduct arising from the Buyer’s use of the Domain Name.
5. Method of Payment
The parties agree to use either the services of their respective Bank or, if requested, the Escrow Service Provider, and to co-operate fully and promptly with their procedures to give effect to this agreement.
6. Price, Fees and payment
The Price shall be paid forthwith to the Seller’s bank account via electronic transfer; the Seller will provide bank account details promptly. For sales requiring an Escrow Service Provider payment shall be made forthwith upon receipt of an escrow request, and shall then be paid to the Seller upon completion of all Domain Name transfer procedures to the satisfaction of the Escrow Service Provider. The escrow transaction fee will be paid by the Seller. No other fees, other than those arising from Section 14 of this contract, will be paid by the Seller, including those incurred through the use of international bank accounts, incorrect payment details or loss of password.
The obligation of the Seller is deemed to be fulfilled either when the Registrant transfer has been completed, in the event of bank transfer payment or credit card or debit card payment, or, the Escrow Service Provider is satisfied that it is fulfilled.
8. Contract voidable for failure to complete
8.1 Time shall be of the essence of this contract.
8.2 If the Buyer shall fail to complete a bank transfer payment within 7 days of receipt of the Sellers payment request via email.
8.3 If the Buyer shall fail to accept the escrow transaction notification, within 7 days of receipt.
8.4 If the Buyer shall fail to complete payment in full within 10 days of receipt of an escrow transaction notification.
8.5 If the Seller shall fail to complete transfer of the Domain Name within 7 days of receipt of payment via bank transfer or card payment, or an escrow transaction payment completed notification, then the Buyer may avoid this contract on giving written notice within a further 5 days. If the Seller completes registrant transfer during this notice period and before receipt of written notice from the Buyer, then the Buyer will not be able to avoid this contract.
9. Further action necessary
Notwithstanding that the Price shall have been paid, both Buyer and Seller agree promptly to execute any document or do any act as may be reasonably necessary to complete this transaction and to enable the Buyer to enjoy full and uninterrupted use of the Domain Name.
So far as the parties have access in the course of this transaction to information in respect of the business and operation of the other and their dealings, transactions and affairs, they each undertake to the other for themselves and every employee or sub-contractor whose services they may use both during and after completion of this transfer, that they will not divulge to any person whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information of the other.
11. Force majeure
11.1 Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control.
11.2 Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure, such notice to contain details of the circumstances giving rise to it.
11.3 If a default due to force majeure shall continue for more than 30 days then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force majeure.
Any notice to be served on either of the parties by the other shall be sent by email and shall be deemed to have been received by the addressee within 48 hours of being sent to the correct address or number.
The headings in this document are for reference only.
14. Dispute Resolution
In the event of a dispute arising out of or in connection with this Contract in the first instance the Buyer should contact the Seller and seek resolution through discussion and negotiation. Upon receipt of email notification the Seller will attempt to resolve the issue within 7 days.
For bank transfer and card payments, if agreement has not been reached by this time and the registrant transfer has not been completed, then the Seller will refund the Buyer via bank transfer, less 10% of the total Price or one hundred Pounds Sterling, whichever is the greatest. Where fees are incurred during refunded payments then these will be added to the deductions. If registrant transfer has been completed then this contract will be binding.
For escrow transactions, if agreement has not been reached by this time then either party may initiate arbitration via their account at the Escrow Service provider for which a fee will be charged. In these circumstances the Buyer undertakes that a referee shall be nominated by the Escrow Service Provider and settlement will be completed in accordance with the Escrow Service Provider’s own procedures. Visit the Transpact website for details. The decision of the referee is deemed to be final and binding; there is no right of appeal. The referee’s fee, either in full or partially, will be refunded to the innocent party, as determined by the referee.
The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Contract.
16. Limitation of Warranty & Exclusion of Liability
Any information, names, images, pictures, logos & icons regarding or relating to Domain For Sale, its products & services (or to third party products & services) is provided “AS IS” & on an “IS AVAILABLE” basis without any representations or any kind of warranty made (whether express or implied by law), including the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security & accuracy.
Domain For Sale will not be liable for any damages, including indirect or consequential damages, or any damages arising from use or loss of use, data or profits, whether in contract, negligence or other tortious action, arising from or in connection with the use of their website.
This Contract shall be interpreted according to the Laws of England in an English court.