Grumpy Tiger Limited Terms and Conditions
1.1 Introduction and definitions
1.1.1 We are Grumpy Tiger Limited Our registered office is at 26 Woodlands Road, Farnborough, Hampshire, GU14 9Q. Our company number is 08014788.
1.1.2 You can contact us by email on , telephone +44 (0)1224 466 484, website http://www.itxcel.co.uk.
1.1.3 These terms and conditions ("T&Cs") set out the agreement between us and the individual or organisation applying (whether or not through an agent) for the provision of our Services ("you").
1.1.4 You should read this section 1, which applies to all Services, together with the section that relates to the particular Services you are ordering. All clauses in both sections apply even if they have the same or similar headings.
1.1.5 We explain in the headings what each clause covers. These headings are for guidance only and are not legally binding.
1.1.6 We refer in these T&Cs to certain other documents which form part of this agreement. Please tell us if you can't access those documents on the Internet and we will be happy to supply copies.
1.1.7 These T&Cs take precedence if inconsistent with any material on our website.
1.1.8 The following have particular meanings in the these T&Cs:
"ccTLD" country code top level domain (eg .uk, .de, .au)
"Data" includes information, documents, text, software, music, sound, photographs, graphics, video, messages and other materials of any kind and in any form;
"DNS" domain name server
"Exceptional Circumstances" where we consider that:1. our Acceptable Use Policy has been or may be breached; or 2. it is necessary to protect us or our other customers or the public and/or to minimize our exposure to breach of Regulation or the risk of civil or criminal proceedings and /or to respond to claims of violation of third party rights;
"gTLD" generic top level domain (eg .com, org, .net, .biz, .info, .name)
"Naming Authorities" (1) ICANN or any equivalent body; and (2) the registries responsible for particular types of domain names (3) the registry gateway provider responsible for particular types of domain names
"Regulation" all applicable laws, statutes, regulations, standards or codes of conduct, whether or not compulsory
"Services" any products or services which we agree to provide to you
1.2 Changes to the T&Cs
1.2.1 We may need to change the T&Cs (including our acceptable use or other policies) and / or the specifications of the Services. If so, we will post notice on our website at least 30 days (or a lesser period if only this is practicable) before the change takes effect. Please check our site constantly.
1.2.2 If you don't like the changes, you may give 7 days notice in writing to terminate this agreement as regards the Services affected by the change. If so, clauses 1.13.5 and 1.13.6 will apply. You will not be entitled to any refund and will be liable to pay any fees previously due. If you continue to use our Services (eg hosting your domain with us) after any changes take effect, you will be bound by them.
1.2.3 Any renewal of our Services or of domain names through us will in any case be subject to our then current T&Cs.
1.3 Right to cancel under and information required by Distance Selling Regulations
1.3.1 This clause 1.3 applies to you only if you are a "consumer" as defined in the Consumer Protection (Distance Selling) Regulations 2000 (http://www.dti.gov.uk/cacp/ca/policy/distanceselling/newregs.htm)
1.3.2 You may cancel your order by giving us written notice within 7 working days of placing your order. Within 30 days of your notice we will refund credit card payments by credit card refund and other payments by cheque. However, this right of cancellation does not apply once performance of our Services has begun. Please note that we begin to perform certain Services, such as registration or renewal of certain domain names (including gTLD and .uk ccTLD), immediately after you place your order. Nor does the right of cancellation apply in relation to software which has been unsealed.
1.4 Ambit of Services
1.4.1 We will use reasonable endeavours to supply the Services.
1.4.2 However, we do not guarantee:
a) that the Services will be uninterrupted, secure or error-free or;
b) that any Data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all; or
c) that particular results will be achieved or that any results will be accurate or reliable.
1.4.3 We may have to suspend the Services for repair, maintenance or improvement. If so, we will restore them as quickly as is reasonably possible.
1.5.1 The Services include support only insofar as specified in the relevant product specifications on our website. We will use reasonable endeavours to meet any specified response times and to rectify specified faults or problems but do not guarantee that response times or rectification will be achieved.
1.5.2 We shall not in any event be obliged to supply support:
a) in respect of faults or problems directly or indirectly or indirectly arising from:
i) incorrect use of the Services;
ii) products or services not supplied by us; or
iii) any cause external to the Services;
b) where you are using anything other than the most recent version of, any relevant software
c) where you or any third party not authorized by us has modified the relevant software or attempted to resolve the problem; or
d) if any fees due to us are unpaid.
1.5.3 Any support which we agree to supply in addition to that covered by this agreement shall be charged at our then current standard rates.
1.6 Exclusions and restrictions of our liability to you
1.6.1 This clause 1.6 (and any other clause excluding or restricting our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies as well as to us.
1.6.2 Nothing in this agreement in any way excludes or restricts our liability for negligence causing death or personal injury or for fraudulent misrepresentation or for anything which may not legally be restricted. Nor does it affect consumers' statutory rights.
1.6.3 Our liability in contract, tort (including negligence) or otherwise in connection with this agreement or the Services for any one event or series of related events is limited to 125% of the fee we received for the relevant Service in the 12 months before the event(s) complained of.
1.6.4 In no event (including our own negligence) will we be liable for any:
a) economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);
b) loss of goodwill or reputation;
c) special, indirect or consequential losses; or
d) damage to or loss of Data
even if we have been advised of the possibility of such losses.
1.6.5 In no event may you bring any claim against us more than 12 months after you knew of (or ought reasonably to have discovered) the event(s) giving rise to the potential liability.
1.6.6 We have no liability for any third party goods and services or towards third parties generally.
1.6.7 To the extent allowed by law, we exclude all conditions, terms, representations and warranties, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement including, without limit, the implied warranties of satisfactory quality and fitness for a particular purpose.
1.7 Indemnity (ie your responsibility to reimburse us or Naming Authorities if sued by third parties)
1.7.1 You will indemnify us and all Naming Authorities (including our and their directors, officers, employees, shareholders, subcontractors, agents and affiliated companies) against all claims, damages, liabilities, costs (including reasonable legal fees) directly or indirectly related to your registration of or use of your domain names, your use of the Services or breach by you of this agreement.
1.8.1 You must pay the fees (together with VAT and any applicable taxes) specified in our price list current when you order or renew any Services.
1.8.2 Payment may be:
a) online by Credit / Debit Card, PayPal or Nochex in advance; or
b) within 14 days of our invoice if we agree to invoice by post or email.
1.8.3 Payment must be made without deduction or set-off and time for payment shall be of the essence.
1.8.4 Recurring services will be invoiced by email 14 days before the date the service is due to renew. You are responsible for ensuring that we receive fees for these invoices before the due date. We will not automatically process repeat credit / debit card payments.
1.8.5 We may charge interest on overdue sums (both before and after judgment) at the rate for the time being applicable under the Late Payment of Commercial Debts (Interest) Act 1998.
1.8.6 All fees are non refundable unless otherwise stated.
1.8.7 All fees remain payable where we suspend this agreement or any services in accordance with this agreement.
1.8.8 If a refund is provided a credit card processing fee of 6.5% of the refund amount will always be deducted from the refund.
1.8.8 Any customer withdrawing payments via bank or credit card (referred to as "chargeback") in a way the company believes is unfair shall incur a punitive fine of £250. The company will immediately seize control of all domains in the customers account and halt all services being provided to the customer until the customers account is paid in full.
1.9 Your obligations and representations
1.9.1 You represent that you have power and authority to enter into this agreement.
1.9.2 You must comply with our reasonable instructions and requests concerning the Services.
1.9.3 You must provide us with all of your up to date contact details (including email addresses) and promptly notify us of any changes. We rely on this information for various reasons including the transmission of renewal notices and other important information concerning the Services.
1.9.4 You must comply with our Acceptable Use Policy and bring it to the attention of your authorised users.
1.9.5 You are responsible for all persons who use your password or security phrase to access the Services, whether authorised or not, unless acting on our behalf.
1.9.6 You warrant that your use of the Services will not infringe any third party intellectual property or other rights.
1.9.7 There is a risk that Data generated, stored, transmitted or used via or in connection with the Services may be irretrievably damaged or lost if there is a fault or on suspension or termination. It is your responsibility to frequently back-up all such Data that you wish to save (excluding any Services that specifically include a back-up capability).
1.10.1 You must:
a) keep your username, password and security phrase secure (and we may change these at any time for good reason;
b) if requested use your password or security phrase when giving instructions (and we are authorized to comply with instructions containing your password or security phrase);
c) take reasonable steps in respect of matters in your control to minimize any risk of security breaches in connection with the Services eg by promptly implementing security patches;
d) notify us of any security breaches; and
e) comply with our security checks.
1.11.1 We may access, copy, preserve, disclose, remove, suspend or delete any Data:
a) in the event of Exceptional Circumstances concerning that Data;
b) if we are required to do so by Regulation or competent authority; or
c) it is otherwise permitted under this agreement.
1.12 Personal Data
1.12.1 We will process your Personal Data only in compliance with our privacy and security policy. "Personal Data" is Data about any identified or identifiable living person.
1.12.2 You consent to such processing. You also confirm that you have shown our privacy and security policy to, and obtained similar consent from, any third party individuals whose Personal Data you have supplied to us and you will continue do so in future.
1.13 Term / termination / suspension
1.13.1 Subject to the rest of this agreement all Services paid for annually or monthly will be provided for initial contract periods of 12 months or 60 days respectively (or as we may otherwise specify when you order). If you do not provide written notice to cancel at least 30 days before the end of the initial or any later period, the Services will roll-over for further 12 month or 30 day periods respectively. (This subclause does not apply to domain names - see section 2 below).
1.13.2 We may terminate this agreement (as regards some or all of the Services) at any time for any reason by giving you 30 days written notice.
1.13.3 You or we may terminate this agreement (as regards some or all of the Services) immediately on written notice if the other:
a) commits a material breach of this agreement and, if remediable, having received from the other party written notice stating the intention to terminate the agreement if not remedied, fails to remedy the breach within 14 days; or
b) is subject to a resolution for winding up or a petition for bankruptcy or liquidation or proposes or enters any arrangement or composition with assignment with or for creditors or a receiver or liquidator or trustee in bankruptcy is appointed over it or any of its assets or any similar circumstances.
1.13.4 We may also terminate this agreement (as regards some or all of the Services) and/or suspend some or all of the Services (including our declining to co-operate generally with you) immediately on written notice:
a) in the event of Exceptional Circumstances;
b) if you have otherwise breached this agreement including non-payment;
c) if we are required to do so by Regulation or competent authority; or
d) it is otherwise permitted under this agreement.
1.13.5 The consequences of termination of this agreement or suspension of Services for any reason:
a) we will immediately stop supplying, and will terminate access to, the relevant Services - this may involve irretrievable damage to or loss of Data generated, stored, transmitted or used via or in connection with the Services and / or we may destroy any such Data;
b) all licences granted by us terminate;
c) any fees due remain payable and, if already paid, will be non-refundable unless:
i) you have cancelled this agreement in accordance with the Distance Selling Regulations and subject to clause 1.3; or
ii) we have terminated this agreement under clause 1.13.2 or 1.13.3 (excluding domain registration and renewal fees paid to registries).
d) accrued rights and liabilities will be unaffected; and
e) any termination of part of a bundled package of Services will terminate the entire bundle; however we may in our discretion allow you to convert certain of the bundled Services to stand-alone Services (Please note that if the non-terminated part of the bundle comprises domain names, these will remain on our DNS until the next renewal date (but not thereafter) and be chargeable for that period at our then current rate unless (i) you instruct us in writing to remove them from our DNS or (ii) we notify you in writing that we are doing so).
1.13.6 The clauses in this agreement which are expressed or intended to survive the termination of this Agreement shall survive.
1.14 Intellectual property rights
1.14.1 We retain ownership of all intellectual property rights relating to development or supply of the Services including all methodologies, know-how and processes used and in any information, reports, documents, software or other Data created by us as part of the Services (together described below as "the Materials").
1.14.2 We grant you a non-exclusive licence to use, store and view on your internal computer network and print up to 10 hard copies strictly for your reasonable business or personal use that part of the Materials we make available to you. The Materials may not be otherwise used, copied or transmitted without our prior written consent.
1.15.1 We both agree not to use for any purpose apart from this agreement or disclose any Confidential Data received from the other party. "Confidential Data" means Data identified as, or which clearly is, confidential.
1.15.2 This clause does not apply to Data which:
a) enters the public domain other than through breach of this clause;
b) is or becomes independently known to the receiving party free from any confidentiality restriction;
c) is required to be disclosed by Regulation or competent authority;
d) is reasonably disclosed to employees, suppliers or others for the proper performance of the agreement;
e) is reasonably disclosed to professional advisers; or
f) which we are otherwise permitted to disclose in accordance with this agreement.
1.16.1 You should send any notices under this agreement to the address given at the top of this agreement. Fax and email contact details are published on our website.
1.16.2 We shall send any notices in accordance with the most recent contact information which you have provided to us.
1.16.3 Notices may be sent by hand, recorded delivery, fax or email and shall be deemed to be received:
a) recorded delivery - five days after posting
b) fax - when the sender receives an error-free transmission report
c) email - on the day sent unless the contrary proved.
1.17.1 This agreement represents the entire agreement of the parties relating to its subject matter. It supercedes all prior agreements and representations (unless fraudulent). We are not bound by, nor should you rely on, representations by any agent or employee of any third party you may use to apply for our services.
1.17.2 If any part of this agreement is deemed void for any reason, the offending words shall be deemed deleted and the remainder shall continue in full force.
1.17.3 You may not assign this agreement or subcontract or resell any of the Services without our prior written consent. We may assign this agreement or subcontract any of the Services.
1.17.4 Neither party shall be liable for failure to perform or delay in performing any obligation (excluding payment) under this agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to failure of any communications, telecommunications or computer system.
1.17.5 The failure to exercise or delay in exercising a right or remedy under this agreement shall not constitute a waiver of the right or remedy.
1.17.6 Nothing in this agreement shall be construed as creating a partnership or joint venture of any kind between us.
1.18 Scotish law and jurisdiction
1.18.1 This agreement is governed by Scotish law and is subject to the exclusive jurisdiction of the courts of Scotland.
1.19 Money Back Guarantee
1.19.1 Money Back Guarantee claims must be received in writing within 30 days from the initial date of registration.
1.19.2 The 30 Day Money Back Guarantee is exclusive of any additional costs incurred for Domain Names, Shipping and Handling for Software and additional traffic charges.
2.1.1 This section 2 of the T&Cs applies to registration, hosting on our DNS, administration (such as email and web forwarding, changing registrants and contacts) and renewals of domain names.
2.1.2 You should read this section in conjunction with section 1 of the T&Cs which also applies to these Services.
2.2 Registration, renewal and hosting of domain names
2.2.1 We will use our reasonable endeavours to register domain names and notify you of the outcome but we give no guarantee of success.
2.2.2 We may in our discretion cancel, take ownership, dispose of and /or refuse to register, release or renew any domain name:
a) in the event of Exceptional Circumstances concerning that domain name;
b) if our fees in respect of that domain name are overdue;
c) if we are required to do so by Regulation or competent authority; or
d) if it is otherwise permitted under these T&Cs.
2.2.3 No refunds shall be given once gTLDs or ccTLDs are ordered by you.
2.2.4 The registration and renewal fees specified in our price list are subject to any variations in the local charge made by the registry for the particular domain name (known as the "NIC fee").
2.2.5 We may replace one or more unavailable domain names ordered as part of a domain name bundle with alternative domain names with the same suffix.
2.2.6 Newly registered domain names will be hosted on our DNS unless we are otherwise notified at date of the order.
18.104.22.168 Our DNS will point to a free parking page untill changed by you. The contents of the parking page will be chosen by itXcel, this could include advertising of itXcel services.
2.2.7 You shall be set up as the billing and technical (or equivalent) contacts by default on all newly registered domain names and on all domain names transferred to our DNS.
2.2.8 Newly registered gTLDs and ccTLDs cannot be transferred to another registrar within 60 days of registration.
2.2.9 Domain names which expire are at risk of cancellation. You are ultimately responsible for paying renewal charges to the appropriate registry.
2.2.10 The extent of our renewal services is to:
a) notify you via the most recent email address you have supplied to us of any renewal notices received by us; and
b) use our reasonable endeavours to renew domain names which by the renewal date you have specifically asked us in writing to renew and paid for; and
c) new domain names will be set to automatically renew 60 days before the expiry date. This renewal will only take place if we have managed to take payment for the domain. This auto renewal can be disabled from the control panel.
2.2.11 Our renewal services do not apply to (and you are solely responsible for renewing) domain names:
a) which are not or stop being hosted on our DNS; and/or
b) in respect of which we do not receive renewal notices, whether because we are not named as billing contact, the relevant registry sent renewal invoices direct to you or otherwise.
2.2.12 If domain names are transferred or removed from our DNS:
a) we may remove ourselves as billing, technical or other contacts;
b) websites at those domains may become inaccessible;
c) web and email forwarding will cease and emails may be lost; and
d) fees may be payable in accordance with our then current price list.
2.2.13 We will implement registrant transfers only in accordance with our requirements specified on our website.
2.3 Your obligations and representations
2.3.1 You must carefully check our notification of new registrations and inform us immediately if anything is incorrect. You must not take any action in reliance on ownership of the domain name until our notification.
2.3.2 You must supply accurate and reliable contact details including full name, address, email, telephone, fax and name of organisation contact for registrant and administrative and other contacts as well as nameservers and you must and promptly correct and update those details.
a) willful provision of inaccurate or unreliable information;
b) willful failure to promptly update information provided to us; or
c) failure to respond for over 15 days to our enquiries concerning the accuracy of contact details
constitute a material breach of this agreement and are a basis for cancellation of the relevant registrations.
2.3.4 If you licence (ie rent) a domain name to someone else ("Licencee"), you remain responsible for your obligations under this agreement and for providing and updating full contact information sufficient to resolve any problems. You accept liability for harm caused by wrongful use of the domain unless you promptly disclose the identity of the Licencee to a third party who provides you with reasonable evidence of actionable harm.
2.3.5 You represent that to the best of your knowledge neither the registration of the domain or the manner in which it is or will be directly or indirectly used infringes the legal rights of any third party.
2.4 Additional exclusions and restrictions of our liability to you
2.4.1 We are not liable for the actions of any Naming Authorities.
2.5 Incorporation of registry terms and conditions, rules and policies
2.5.1 You are bound by all present and future applicable terms and conditions, specifications, procedures, rules and policies of relevant Naming Authorities. Such documents are likely to be available on the relevant Naming Authority's website (but we are happy to provide any on request).
2.5.2 You are bound by our domain registration agreement with can be found here : Domain Registration Agreement.