LICENCE refers to permission given by Magellan Projects Ltd to the Customer to enable them to use the SOUTH WEST CHAMBERS ONLINE INITIATIVE website software template.

SOUTH WEST CHAMBERS ONLINE INITIATIVE is an initiative, led by South West Chambers, designed to create a broad-based, online business community in the South West by enabling all Chambers of Commerce to establish an appropriate web-presence through the provision of a customisable website template.

SOFTWARE means the customised software

BANDWIDTH relates to the channel through which data (Internet Traffic) is transmitted on the Internet.

DELIVERY DATE is the date that the website is ready to go live onto Magellan Projects Ltd and services are first made available to the Customer.

CONTRACT means the Terms and Conditions of use and the Prices.

SERVICE and SERVICES means the services as provided by Magellan Projects Ltd to the Customer and, where applicable, any other services and facilities provided by Magellan Projects Ltd for the Customer in connection with the Service;

PRODUCT and PRODUCTS means the products as provided by Magellan Projects Ltd to the Customer.

DOMAIN NAME means a name registered with an Internet registration authority for use as part of the Customer's URL (Universe Resource Locator; the physical location of the web page).

EMAIL means the process of sending written messages, files, pictures, faxes in an electronic format to another person or machine via the Internet.

HOSTING refers to the service involving the placement of a website onto the Internet through a computer server. Once this is done, anyone anywhere in the World is able to access those Web pages and view the information that is provided there for them.

PRICE LIST means the schedule of charges for the Service as provided by Magellan Projects Ltd, details of which can be obtained from the South West Chambers Online Initiative web site.

SEARCH ENGINE refers to websites which are internet directories.

WAP means Wireless Application Protocol is a specification for a set of communication protocols to standardize the way that wireless devices, such as cellular telephones and radio transceivers, can be used for Internet access and enables the technologies of different manufacturers to interoperate.

FORCE MAJEURE means any event beyond the reasonable control of the parties, which shall include but shall not be limited to acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion, including acts of local government and parliamentary authority, breakdown of equipment and labour disputes of whatever nature and for whatever cause arising, including (but without prejudice to the generality of the foregoing) work to rule, overtime bars, strikes and lockouts

THE CUSTOMER, CHAMBER OF COMMERCE , YOU or YOUR means the person named as such on the Order Form and anyone reasonably appearing to Magellan Projects Ltd to be acting with that Customer's authority or permission. The Customer may be acting as an individual, a registered Company, a not-for-profit company, a club, partnership or sole trader in any of the countries in which Magellan Projects Ltd is operating.

SOUTH WEST CHAMBERS are the lead partner in SOUTH WEST CHAMBERS ONLINE INITIATIVE.

MAGELLAN PROJECTS LTD are the delivery partner in SOUTH WEST CHAMBERS ONLINE INITIATIVE

WE, OUR, or US means Magellan Projects Ltd (Registration number 4257719)

1.0     GRANT OF RIGHTS

1.1     Magellan Projects Ltd will grant the Customer a personal, non-exclusive, non-transferable and revocable licence for on-line use of the proprietary software hosted on the Magellan Projects Ltd web server. This licence starts on the completion date and continues until our contract with the Customer is terminated.

1.2     The licence is applicable to any Internet services available from Magellan Projects Ltd whether they have been paid for or not.

2.0     USE

2.1     The Customer may use and access the software only for benefit in the normal course of its own Chamber of Commerce activities.

2.2     The Customer must not transfer this site for other Chamber of Commerce or parties to use.

2.3     The Customer may not copy, modify, vary, add to or disassemble or reverse engineer the software under any circumstances.

3.0     PROVISION OF SERVICES

3.1     The Magellan Projects Ltd product is a web-based modular software template system hosted on the Magellan Projects Ltd web server. The Customer is able to access and update and amend their website by using the username and password which will be supplied to them.

3.2     The Customer is responsible for choosing images and text provided by Magellan Projects Ltd and/or entering their own text and images onto the website. Magellan Projects Ltd accept no responsibility for any information incorrectly loaded onto any websites by the Customer.

3.3     Magellan Projects Ltd designs web pages that are compatible to modern web browsers (versions 4 and higher) but is not compatible with WAP. The appearance of a document will vary from one browser to another depending on the capabilities of each browser and your computer system.

3.4     Magellan Projects Ltd offer technical support to assist with any problems or questions relating to provision of the Magellan Projects Ltd services. This is available by e-mail at support@swchambersonline.co.uk. Up to 8 email enquiries per year are handled free of charge. After 8 email enquires have been handled, every customer will be offered a premium package for £50 per year which covers an additional 15 email enquiries.

3.5     Magellan Projects Ltd endeavours to respond as soon as possible to any questions received by e-mail during normal working hours (9am to 5pm Monday to Friday). Any e-mails received after this time will be processed on the next working day.

4.0     CUSTOMERêS OBLIGATION

4.1     The details provided by the Customer to Magellan Projects Ltd must be true, correct and complete. An email address must be provided and the Customer agrees to notify Magellan Projects Ltd immediately of any changes to this information.

4.2     The Customer acknowledges that providing inaccurate information or failing to update information promptly will constitute a material breach of this Agreement and will be a basis for cancellation of your domain name.

4.3     The Customer acknowledges Magellan Projects Ltd Privacy Policy and understands that some information provided during the registration process will be publicly available as required by the registry for your domain name.

4.4     Magellan Projects Ltd request that once the Customer has registered a domain name that they check on the Internet after 48 hours has elapsed to see if their name is `live` and to alert Magellan Projects Ltd to any errors with the registration.

4.5     The Customer will keep their password and user name secret and will not disclose it to any third party other than administrators agreed by the club committee. The Customer will notify Magellan Projects Ltd and change any password you believe has been compromised.

4.6     The Magellan Projects Ltd product is modular allowing a separate upgrade path. Should the Customer decide to purchase any of these options then these will be subject to a separate 12 month term with Magellan Projects Ltd. If the Customer purchases any of these options and then changes their mind then they shall not be entitled to a refund.

4.7     Magellan Projects Ltd may, from time to time, offer incentives to the Customer to purchase any of these options by giving discounts off the Magellan Projects Ltd listed price. These discounts will relate to the 12 month term for those options only. At the end of that term, should the Customer wish to re-purchase those options on a new 12 month term then they may do so at the price quoted on Magellan Projects Ltd at that time.

5.0     HOSTING PROVISION

5.1     The Customer acknowledges that the Magellan Projects Ltd service includes central hosting. It is not possible to host the site from another server.

5.2     Magellan Projects Ltd will provide the Customer with a permanent connection to the Internet and up to 1gb of monthly bandwidth.

5.3     Magellan Projects Ltd will monitor the Customer's monthly bandwidth usage. If the Customer should happen to exceed their allocated monthly bandwidth then Magellan Projects Ltd reserves the right to restrict their usage in order to protect all other Customers using the servers.

5.4     The Customer is responsible for their material stored on our servers. Magellan Projects Ltd shall not be held responsible for any loss, however caused, of this material.

5.5     The Magellan Projects Ltd system allows images in jpeg or gif format to be loaded on to the website. If the images are too large or in a format which the system does not recognize then the system may not load it. Magellan Projects Ltd accept no responsibility if this is the case.

5.6     Magellan Projects Ltd do not submit Customer websites to any Search Engines. However we do allow the Customer to submit their website to search engines and update the Meta tags (keywords and description) relating to these sites which the search Engines use to locate websites.

5.7     Magellan Projects Ltd reserves the right to suspend or terminate any account or service at our sole discretion.

5.8     Magellan Projects Ltd are not responsible for any use the Customer makes of our services. In addition the Customer agrees to indemnify Magellan Projects Ltd against any of the effects of the Customerês misuse or use of Magellan Projects Ltd services, or claims resulting from that use or misuse.

5.9     Magellan Projects Ltd reserves the right to suspend or terminate all services without refund of any costs and without notice should the Customer use this service to promote, distribute or advertise:

5.9.1            Pornography or other obscene material.

5.9.2            Firearms and other weapons.

5.9.3            Racist or other menacing material.

5.9.4            Material which breaches a third parties intellectual property rights including copyright or other trade secrets.

5.10  Magellan Projects Ltd reserves the right to suspend or terminate all services without refund of any costs and without notice should the Customer use this service to:

5.10.1         Host or advertise domain names, which in itself could be deemed offensive to others.

5.10.2         Disseminate large files, such as mp3 samples etc.

6.0     DOMAIN NAME

6.1     The Customer is responsible for choosing a domain name. The Customer must have the right to use and register the domain name and by registering it the Customer is confirming that right.

6.2     Magellan Projects Ltd will attempt to register the Customerês domain names promptly upon receipt of full set up fees due to Magellan Projects Ltd. The automated systems that the regulatory bodies use and from which Magellan Projects Ltd take their information are not under the control of Magellan Projects Ltd. Therefore Magellan Projects Ltd accepts no responsibility if a Domain Name ordered by the Customer is stated as being available but is subsequently found to be unavailable. Magellan Projects Ltd will suggest suitable alternatives.

6.3     Domain names cannot be altered once registered. Should the Customer wish to cancel a domain name once it is registered, for any reason they will not be entitled to a refund of any charges paid.

6.4     Magellan Projects Ltd accept no responsibility if, for any reason, we have been unable to secure or renew a Domain name.

6.5     Domain Name registries retain the right to register or refuse to register a Domain Name applied for by Magellan Projects Ltd on behalf of the Customer therefore, Magellan Projects Ltd makes no warranty or representation of any kind in relation to the likelihood or otherwise of a particular Domain Name application being successful.

6.6     Magellan Projects Ltd will inform the Customer of an impending renewal 1 month in advance. Renewals for domain names will be carried out automatically, unless notification is given in writing from the Customer to Magellan Projects Ltd 30 days before the renewal date. If notification is not sent then the Customer will not be entitled to a refund if the name or options are subsequently not required.

7.0     DOMAIN NAME TRANSFERS

TO SOUTH WEST CHAMBERS ONLINE

7.1     If a Customer already possesses a.co.uk or.com Domain Name and wishes to use this for their Magellan Projects Ltd website then they may do so by transferring the domain name to Magellan Projects Ltd. There will be no charge for a Domain Name to be transferred to Magellan Projects Ltd. However the Customer may incur charges in transferring a Domain Name to Magellan Projects Ltd.

7.2     The Customer will be subject to the Magellan Projects Ltd standard terms and conditions as set out in this document immediately upon domain name transfer.

FROM SOUTH WEST CHAMBERS ONLINE

7.3     The Customer cannot move their domain name from Magellan Projects Ltd without first terminating their contract. A standard transfer fee as stated on the Magellan Projects Ltd price list will be charged for moving the domain name to another location. Payment of the transfer fee must be received and processed before transfer will take place. Note that within the last 30 days of the registration the Naming Authority will `lock` domain names preventing transfers at that time. Payment for the next year will therefore need to be paid to Magellan Projects Ltd at that time before the transfer can take place.

7.4     In order to complete the transfer from Magellan Projects Ltd, we require that the Customer sends notification in writing by post or by fax (not email) stating the domain name. For .uk domain names we will also require the IPS tag. For other names the Customer must ask their new host to initiate an Automated Transfer request.

CHANGE OF DOMAIN DETAILS

7.5     Should the Customer decide to change ownership details of a domain name, the Customer will pay any charges as there may be a charge levied by our registrars for changing the owner's name/address details.

8.0     EMAIL AND E-NEWSLETTERS

8.1     The email facilities we provide are intended to allow you to provide a professional presence for your domain, they are not to be used to provide general-purpose email service like hotmail.

8.2     The Customer acknowledges that it is their responsibility to comply with all relevant legislation when sending email.

8.3     The Customer acknowledges and agrees that Magellan Projects Ltd is not responsible for the security of the contents of email sent or received by the Customer

8.4     The Customer undertakes that it will not (and will ensure that others under its control will not) via email;

8.4.1            Transmit Inappropriate Material.

8.4.2            Abuse or deny service to other internet users. This includes, but is not limited to, mail-bombing and sending abusive email.

8.4.3            Send Unsolicited Commercial Email (UCE) or Unsolicited Bulk Email (UBE)

8.4.4            SPAM email, including bulk email software and lists of email addresses, except where all of the addressees have given their permission.

8.4.5            Other libelous or illegal activities or activities deemed to be in breach of the Data Protection Act.

8.4.6            Promote services we supply, or your own sites hosted on or forwarded to by our servers, using methods such as bulk emailing or excessive news group postings, or posting to newsgroups whose charter specifically prohibits advertising.

8.4.7            Infringe the Intellectual Property Rights of any third party.

8.4.8            make use of Magellan Projects Ltdês web server to an extent or in a manner which, in Magellan Projects Ltdê reasonable opinion, is excessive, wasteful or otherwise to the detriment of Magellan Projects Ltd, any of Magellan Projects Ltd customers or any other third party.

8.5     Magellan Projects Ltd will use its reasonable endeavours to ensure that messages are routed accurately and promptly. We do not accept any liability for non-receipt, non-delivery or misrouting of email or any other failure of the email system.

8.6     Subject to which service provider the Customer uses, it may not be possible for the Customer to modify their outgoing mail settings enabling them to send out emails using their Domain Name. Magellan Projects Ltd accept no responsibility if this is the case.

8.7     Magellan Projects Ltdês policy is to respect the privacy of e-mail messages sent, received, forwarded or otherwise dealt with by it and the Customer acknowledges that Magellan Projects Ltd will therefore not monitor, edit or disclose the contents of such messages unless required to do so by law or competent authority or to protect Magellan Projects Ltd rights and/or position.

9.0     REGISTRY TERMS AND CONDITIONS

9.1     In addition to our terms and conditions, The Customer is bound by the terms and conditions of the registries used to secure your domain name.

9.2     The customer agrees to indemnify us for all costs resulting from any such dispute.

10.0  RIGHT TO VARY

10.1  Magellan Projects Ltd reserves the right, at its sole discretion, to change any service at any time and/or to refuse to provide the South West Chambers Online Initiaive services, website and/or licence to the Customer for any reason.

10.2  Magellan Projects Ltd reserves the right to change the Terms and Conditions at any time. The latest version will be available to view on the South West Chambers Online Initiative website.

11.0  DELIVERY

11.1  If the Service is to be provided by a date specified by Magellan Projects Ltd, such date shall be treated as an estimate only and Magellan Projects Ltd does not accept any liability for any failure to meet the date.

11.2  Magellan Projects Ltd shall have no liability to the Customer for losses arising from any material, data or instructions supplied whether digitally or otherwise by the Customer or on its behalf which is incomplete, inaccurate, illegible, out of sequence or in the wrong form or arising from late arrival or non-arrival or any other fault by the Customer or on its behalf.

12.0  PAYMENT TERMS

12.1  The Customer agrees to pay all charges for the Service as specified in the Price List. Payment for services is required in advance. The Customer will be notified when renewal fees become due and will be expected to pay them within 30 days of notification. If payment is not received within this period the services may be suspended or cancelled.

12.2  Magellan Projects Ltd reserves the right to apply an administration charge for late or non-payment of an account. This fee shall not exceed £150 + VAT plus the amount outstanding.

13.0  VAT

13.1  All prices quoted to the Customer for the provision of services by Magellan Projects Ltd are exclusive of any Value Added Tax for which the Customer will be additionally liable at the applicable rate.