Terms and Conditions

1 Interpretation

1.1 The definitions and rules of interpretation in this Clause apply in these Terms of Business (unless the context requires otherwise).

“Account”

means the user admin area allocated to the Customer that allows the Customer to access the Services and the statements of Charges payable by the Customer for the provision of Services;

“Admin Fee”

means Skyrocket Digital’s small administrative fee as set out in the Price List (currently £49 though subject to change) to cover its reasonable costs incurred on termination;

“Skyrocket Digital Materials”

means the data, software, trade marks, domain names, stock images, default text, documents and any other materials or information owned by or licensed to Skyrocket Digital and/or developed by Skyrocket Digital in connection with the provision of the Services to the Customer;

“Charges”

means Skyrocket Digital’s charges for the provision of the Services including but not limited to the monthly Charge, as may be set out in the Price List, or as otherwise agreed in writing;

“Commencement Date”

has the meaning given in Clause 2.1; “Confidential Information”

means all information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by one Party to another Party including, without limitation, any information relating to products, operations, processes, plans or intentions, client information, product information, Intellectual Property Rights, market opportunities and business affairs or those of clients or other contacts (and for the purposes of this definition, “confidential nature” shall refer to information which is identified as confidential at the time of disclosure or would be considered to be confidential by a reasonable person based upon the nature of the information and the circumstances of disclosure);

“Customer”

means the person stated in the Order Form and/or where the context requires, a person Skyrocket Digital reasonably believe is acting on that person’s authority;

“Customer Materials”

means the Customer materials which are developed and/or provided by the Customer independently of the delivery of Services but that may be integrated in the Services and/or placed in the Customer website;

“Domain Transfer Fee”

means Skyrocket Digital’s small administrative fee as set out in the Price List (currently £35 + VAT though subject to change) to cover its reasonable costs incurred in transferring a domain name to the Customer on termination;

“Intellectual Property Rights”

means all vested, contingent and future intellectual property rights including but not limited to the following: (a) works of authorship, copyrights, including moral rights, registrations and applications for registration thereof; (b) patents, patent applications and all related continuations, divisional, reissue, utility models, applications and registrations thereof, inventions (whether patentable or not), designs, trade marks (whether registered or not, including applications) and domain names; (c) trade mark and trade name rights and similar rights; (d) trade secrets and Confidential Information, know-how, database rights, system process and techniques, designs, prototypes, enhancements, improvements, customization, work-in-progress, research and development information; (e) together with all rights to the grant of and applications for the same and including all similar or analogous rights and all other rights in the nature of intellectual and industrial property throughout the world and all future rights of such nature.

“Order Form”

means an application form (either online or in hard copy) submitted by the Customer and accepted by Skyrocket Digital to order the Services subject to these Terms of Business;

“Parties” or “Party”

means Skyrocket Digital and/or the Customer;

“Price List”

means the price list as available and/or published at www.skyrocketdigital.co.uk/pricing and as may be amended from time to time pursuant to these Terms of Business;

“Services”

means Skyrocket Digital’s complete online software marketing solution for businesses which allows users to set up, design and manage their website together with the relevant online marketing tools and ancillary services, such as support and hosting and Skyrocket Digital’s professional design service, as listed in the Price List;

“Service Hours”

means the standard or core hours/days where full Skyrocket Digital’s support and customer services are available.

“Software”

means any software and relevant documentation licensed to the Customer by Skyrocket Digital in connection with or to enable the Customer to use the Services;

“Standard Service Levels”

means the Skyrocket Digital standard service levels if any, in relation to the Services;

“Terms of Business”

means collectively these terms and conditions and any other terms referred herein, the applicable charges and the Order Form; and

“Trial”

has the meaning ascribed to it in Clause 2.3.

1.2 In these Terms of Business (except where the context otherwise requires):

1.2.1 The Clause headings are included for convenience only and shall not affect the interpretation of these Terms of Business;

1.2.2 Use of the singular includes the plural and vice versa;

1.2.3 A reference to writing or written includes faxes and e-mail;

1.2.4 Any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);

1.2.5 Any reference to a Party or to the Parties or their respective affiliates shall be deemed to include the party or parties hereto and their respective successors and permitted assigns and their respective employees;

1.2.6 Any reference to an enactment, statute, statutory provision or subordinate legislation (“Legislation”) shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which re-enacts or consolidates (with or without modification) any such legislation.

2 Commencement

2.1 The Commencement Date shall be the date the Customer first registers with Skyrocket Digital through its website or any other means offered by Skyrocket Digital pursuant to Clause 3 and, upon an initial confirmation pursuant to Clause 2.3, shall automatically renew for subsequent periods of one (12) month, unless otherwise agreed between the Parties.

2.2 The Customer will receive an Account and a password upon completing the Services’ registration process and, upon the completion of the design process, Skyrocket Digital may procure a domain name connected to such Account hosted on Skyrocket Digital’s website. The Customer is responsible for maintaining the confidentiality of the password and Account, and is fully responsible for all activities that occur under its password or Account.

2.3 The Customer may, opt for a free trial of certain Services as a thirty (30) day trial for the Customer’s own internal evaluation purposes, and not for commercial or external purposes (a “Trial”), such Trial to be governed by these Terms of Business. If the Customer chooses to use the Services associated with the Trial for more than thirty (30) days, the Customer shall, three (3) days prior to the expiration of the Trial, comply with Clause 3.1, providing to Skyrocket Digital the details required to set up a debit card with Skyrocket Digital and/or its third party payment agents and pay the appropriate charges in accordance with the Terms of Business. If the Customer does not subscribe for the full Services after the thirty (30) day trial period, the Customer shall upon expiration of the Trial, immediately cease using the Services and immediately delete any Skyrocket Digital Materials from its computer system or otherwise stored by it. The Services under the Trial are provided without warranty and only with limited support and consultancy.

3 Subscription

3.1 To subscribe for the Services the Customer must complete and submit to Skyrocket Digital an Order Form or confirm acceptance by telephone.

3.2 Notwithstanding Clause 3.1, if at its discretion Skyrocket Digital accepts an order for Services placed other than on its Order Form or if following the Customer’s request, Skyrocket Digital provides Services without having received from the Customer an Order Form, the Services shall be subject to these Terms of Business.

3.3 By subscribing to the Services the Customer confirms and warrants that the Services will be used for business use only.

4 Service Obligations

4.1 In consideration of the Customer complying with its obligations under these Terms of Business, Skyrocket Digital shall provide the Services, as set out in Order Form or otherwise agreed between the Parties, to the Customer. Where Additional Terms apply to a particular Service, they will be accessible for the Customer within, or through the use of that Service.

4.2 Skyrocket Digital shall provide the Services in accordance with the reasonable skill and care of standard practice in the relevant industry.

4.3 The Internet is separate from our Services and the use of the Internet is at the Customer’s own risk and subject to any applicable laws regulations and codes of practice. We disclaim any responsibility for any internet content.

4.4 Skyrocket Digital shall provide the Services subject to Fair Usage Policies as set out on our Fair Use Policy page

5 Customer Obligations

5.1 The Customer shall promptly supply Skyrocket Digital, prior to the agreed brief date and time, with all information and materials reasonably required by Skyrocket Digital to provide the Services.

5.1.1 The Customer shall promptly follow the agreed design and/or SEO completion schedule discussed at the onset of the project. Any deviation from the schedule or any delays extending the design process beyond eight weeks will result in additional charges as determined by Skyrocket Digital, required to compensate for additional time.

5.2 The Customer undertakes not to re-sell the Services to any person.

5.3 The Customer undertakes to use the Services in accordance with these Terms of Business, any such conditions and/or reasonable instructions as may be notified to the Customer by Skyrocket Digital from time to time and in accordance with any applicable law and regulations.

5.4 The Customer shall not use or allow anyone to use the Services:

5.4.1 to send or receive a communication which is offensive, abusive, indecent, obscene or menacing;

5.4.2 to cause annoyance, inconvenience or needless anxiety to anyone;

5.4.3 to violate or infringe the rights of any person;

5.4.4 in breach of these Terms of Business;

5.4.5 in breach of the law; or

5.4.6 to commit fraud or a criminal offence.

5.5 The Customer must keep the password and the Account safe and confidential and notify Skyrocket Digital immediately if any third party becomes aware of it. Skyrocket Digital reserves the right to change the password without notice and if it has reason to believe that the Customer is in breach of this Clause 5.5 to invalidate such password and Account and/or to suspend the Services.

5.6 The Customer is responsible for the use of the Services (whether authorised or not and whether by the Customer or any other person including any hacker), including without limitation for all charges incurred and for any breaches of these Terms of Business.

5.7 The Customer shall back up copies of any Customer Materials uploaded or used in connection with the Services.

5.8 The Customer gives permission to Skyrocket Digital to carry out credit checks on the Customer. If at any time before or during the term of these Terms of Business the Customer fails to meet the standard of creditworthiness deemed acceptable by Skyrocket Digital, or the Customer delays any payments due on two occasions within a period of 12 months, Skyrocket Digital shall be entitled to terminate these Terms of Business immediately on written notice to the Customer.

5.9 The Customer is responsible for ensuring all aspects of their agreed design/service package are delivered, and must notify Skyrocket Digital at once if they notice a discrepancy (including emails, hosting, mobile responsiveness, etc) so it can be resolved.

5.10 Skyrocket Digital undertakes no obligation to update, amend or correct information and content sent to Skyrocket Digital by the Customer. It is the Customer’s responsibility to ensure all written and visual content provided for use on the Customer’s website is grammatically and factually correct. Skyrocket Digital will not be held liable for any losses or damage resulting from erroneous, inaccurate, and/or omitted information (see Section 13: Limitations of Liability). It will be the Customer’s responsibility to ensure all content is kept up to date and accurate and all input forms and emails are working properly. Skyrocket Digital will not be help responsible for any unknown bugs, errors or omissions.

6 Charges

6.1 All Charges shall be payable by the Customer to Skyrocket Digital (or such person as Skyrocket Digital or the person invoicing on behalf of Skyrocket Digital shall specify) within 10 days of the date of the invoice, unless according to the Price List those Charges are set as a one-off payment in which case they shall be payable immediately upon the Commencement Date by credit card.

6.2 The Customer shall pay the Charges (save for any erroneous Charges) in full without any set-off, deduction, withholding, restriction or condition whatsoever.

6.2.1 50 per cent 14 days after the first briefing to be paid by credit card.

6.3 All monthly Charges payable by the Customer will be invoiced accordingly and charged monthly in advance, unless otherwise set out in the Price List. Such Charges will begin to be invoiced within 30 days from the first design brief date.

6.4 If payment is not made when due, Skyrocket Digital may, without prejudice to its other rights, charge daily interest at an annual rate of 3% above the base rate for lending of Barclays Bank plc on any amount the Customer fails to pay, from the date when payment was due until the date of actual payment. Interest will continue to accrue even if the Terms of Business is terminated.

6.5 All sums due to Skyrocket Digital under these Terms of Business are, unless otherwise stated, exclusive of Value Added Tax (“VAT”) or any other applicable tax which shall be charged to the Customer.

6.6 If payment of the Charges is not made when due, without prejudice to any other rights, Skyrocket Digital shall no longer be obliged, as from such date, to provide Services until such amounts are fully paid by the Customer.

6.7 The Customer must reimburse Skyrocket Digital all costs and expenses (including legal costs) incurred in the collection of any overdue amounts. Costs and expenses will continue to accrue even if the Terms of Business is terminated.

6.8 If a direct debit is dishonoured or cancelled, Skyrocket Digital shall be entitled to pass on to the Customer any third party charges Skyrocket Digital incurs and in addition, Skyrocket Digital may suspend its Service.

6.9 Any allegation as to an error in an invoice must be notified by the Customer to Skyrocket Digital within 15 days of the date the Customer receives Skyrocket Digital’s invoice with the alleged error, failing which the invoice shall be deemed accurate and the Customer’s right to challenge any such invoice be automatically waived. Skyrocket Digital will investigate with all good faith any allegation of error in an invoice and shall inform the Customer of the outcome of such investigation. Any refund of any Charges wrongly debited to the Customer shall be paid by way of credit to the Customer’s next following invoice.

6.10 If an underlying provider of Skyrocket Digital increases the costs payable by Skyrocket Digital in respect of any element of the Services, then Skyrocket Digital shall, with immediate effect upon notice, be entitled to increase the Charges payable by the Customer in respect of such element. Skyrocket Digital shall provide the Customer with as much notice of any increase of the Charges as is reasonably practicable in all the circumstances, having regard to (among other things) the amount of notice provided to Skyrocket Digital by the provider in relation to the increase of the costs payable by Skyrocket Digital . In such circumstances, the Customer may give notice to Skyrocket Digital to terminate these Terms of Business at the end of the month or of any other specified term in which the notice was received. The continuing use of the Services after such period shall be considered as acceptance of the increase in Charges by the Customer.

6.11 Skyrocket Digital may decrease Charges at any time without notice and the Customer shall have no right to terminate the Terms of Business.

6.12 The Customer’s liability for Charges starts from the Commencement Date whether or not the Services are used.

6.13 The payment processing service, may be handled directly by Skyrocket Digital or by online third parties. Where a third party handles a payment, the payment is subject to the terms of use and privacy policy of such third party (including among others payment methods, tax liability, collection and use of your personal information, and support levels). We recommend that the Customer reviews the terms of use and privacy policy of such third parties before submitting any personal information and using such third parties’ services.

7 Services Limitations and Outages

7.1 Where under these Terms of Business, Skyrocket Digital is providing Services to the Customer, the Customer confirms that it understands that the Services may be provided by Skyrocket Digital using Internet and therefore may sometimes be unavailable as a result of things over which Skyrocket Digital has no control, such as failure of the Customer’s broadband connection or internet service provider, power disruptions, the weather, etc. The Services may also not be available due to suspension of the Services by Skyrocket Digital in accordance with these Terms of Business. Skyrocket Digital may from time to time vary the technical and/or operational procedures for use of the Services. Skyrocket Digital will not be liable to the Customer or any third party for any losses whatsoever caused by such inconveniences, to the maximum extent permitted by law.

8 Materials and Intellectual Property Rights

8.1 Except for the display of Skyrocket Digital ’s name, trade marks and/or logo, or wording such as “Website powered by Skyrocket Digital Ltd.” at the bottom of the Customer home page solely in accordance with Skyrocket Digital guidelines , nothing in these Terms of Business entitles the Customer to use Skyrocket Digital ’s name, logo and trade mark or any of Skyrocket Digital ’s Intellectual Property Rights in any of the Customer’s company’s promotional literature or otherwise.

8.2 All Intellectual Property Rights pertaining to the Services, Skyrocket Digital Software shall remain the sole and exclusive property of Skyrocket Digital or its licensors and nothing shall operate so as to transfer any interest, or, create any licences (implied or otherwise), in Skyrocket Digital ’s Intellectual Property Rights to the Customer, except as expressly stated in these Terms of Business.

8.3 Where Skyrocket Digital has registered the domain name on the Customer’s behalf this domain name will be registered to Skyrocket Digital. Upon registration of such domain name the Customer acquires a personal, world-wide, revocable, non-transferable right to use the domain name for the period agreed but does not hold title to it. Skyrocket Digital agrees to transfer this domain to the Customer or his/her agent when asked to do so and/or pursuant to Clause 16.3, providing that all charges and/or fees have been settled, including the Domain Transfer Fee. For the avoidance of doubt, in such case the Customer shall be responsible for renewing the registration of its domain name(s) and finding a new host for the respective domain name(s).

8.4 Subject to the Customer’s continued compliance with these Terms of Business, Skyrocket Digital grants to the Customer for as long as it continues to pay for the Services, a personal, world-wide, revocable, non-transferable, non-exclusive licence to use Skyrocket Digital Materials and the Software (including the Intellectual Property Rights therein) but only to the extent strictly necessary for the Customer to enjoy the Services provided by Skyrocket Digital and subject to the restrictions associated with the Services for which the Customer subscribes.

8.5 Except as expressly authorised by any relevant law or necessarily required for use of the Services in accordance with these Terms of Business, the Customer shall not transfer, reproduce, exploit, make available, modify, alter, integrate, merge, decompile or reverse engineer Skyrocket Digital Materials and the Software (including the Intellectual Property Rights therein) or create any derivative works of the same.

8.6 The Customer hereby grants to Skyrocket Digital a world-wide, non-exclusive, royalty-free licence (with full right to sublicense) to use, publish, display, reproduce, exploit, modify, alter, integrate, make available, merge, decompile or reverse engineer the Customer Materials for its business operations, the purposes of providing the Services and fulfilling Skyrocket Digital ’s obligations under these Terms of Business.

8.7 The Customer warrants that it is either the owner of, and has all right, title and interest in and to, the Customer Materials, or that it has sufficient rights to the Customer Materials to grant the rights set forth herein. Nothing in these Terms of Business shall limit the Customer’s liability for breach of this warranty or for breach by the Customer of Skyrocket Digital’s Intellectual Property Rights.

9 Software

9.1 The Customer agrees to comply with the terms of these Terms of Business and any licences required by Skyrocket Digital or other owner of any Intellectual Property Rights in the Software.

9.2 Whilst Skyrocket Digital and its suppliers have made reasonable efforts to minimise defects or errors in the Software and to check the Software for viruses, Skyrocket Digital does not warrant that the Customer’s use of the Software will be uninterrupted or that the operation of the Software will be error free, virus free or secure, or that the Software and the functions of the Software will be merchantable and will meet the Customer’s requirements. In addition, the security mechanism implemented by the Software has inherent limitations and the Customer shall have sole responsibility in determining that the Software sufficiently meets the Customer’s needs.

9.3 To the maximum extent permitted by law and upon prompt notification of the Customer, Skyrocket Digital ’s sole liability (and Customer’s sole remedy) with respect to the Software shall be to use all reasonable endeavours to correct the defective Software.

9.4 Skyrocket Digital ’s Website software is based on a Multi-Site platform with many different sites on one installation of WordPress – one database, one set of core files etc. Due to using a Multi-Site infrastructure, for stability and safety purposes, we only make use of several core plugins, and will only add more plugins once we have received at least five separate Customer requests for that specific functionality. There is no guarantee once investigated that we will include the requested plugin as part of our core functionality as we need to ensure the security and stability of our infrastructure.

9.5 Clients will incur additional costs for new functionality and/or plugins.10 Skyrocket Digital ’s Website

10.1 Skyrocket Digital ’s website shall remain the property of Skyrocket Digital or its nominees until the Customer pays the £300 Website transfer fee to transfer to a new provider.11 Data Protection

11.1 Skyrocket Digital operates in accordance with the Data Protection Act 1998 as updated or amended from time to time and as set out in the Skyrocket Digital ‘Privacy Policy’ at www.skyrocketdigital.co.uk.

11.2 Skyrocket Digital may use any information supplied by the Customer for providing the Customer with the Services, for its own administrative and customer service purposes or for any other purpose required by law, including prompt disclosure of the current contact information provided by you and your identity to a party providing Skyrocket Digital with reasonable evidence of actionable harm caused by wrongful use of the registered domain name. Without limitation Skyrocket Digital shall be entitled to disclose information provided by the Customer to a debt collection agency, credit reference agency, credit or fraud monitoring scheme, security agency or credit provider. To enable Skyrocket Digital to provide the Services, Skyrocket Digital shall also be entitled to disclose such information to other underlying provider’s companies.

11.3 In order to maintain quality and for training purposes, Skyrocket Digital may monitor and record telephone conversations with the Customer.

11.4 Skyrocket Digital shall be entitled to communicate information that describes the habits or usage patterns and/or demographics of the whole or a part of Skyrocket Digital ’s Customer base (including the Customer) but which is anonymous and does not describe or reveal the identity of any particular Customer to any third party.

11.5 Unless the Customer notifies Skyrocket Digital in writing by sending an unsubscribe email to unsubscribe@bonline.com, Skyrocket Digital may:

11.5.1 use information provided by the Customer for market research purposes or to supply the Customer with information about other products or services available from Skyrocket Digital ;

11.5.2 provide information supplied by the Customer to third parties for market research purposes or to enable them to supply the Customer with information about their products.

12 Confidentiality

12.1 Each Party (in this Clause the “Receiving Party”) undertakes to the other Party (in this Clause the “Disclosing Party”):

12.1.1 to keep confidential the Disclosing Party’s information of a confidential nature obtained from the Disclosing Party in discussions leading to these Terms of Business and subsequently received pursuant to these Terms of Business;

12.1.2 not to disclose the Confidential Information in whole or in part to any other person without the Disclosing Party’s written consent, except to the Receiving Party’s employees, agents and its sub-subcontractors involved in the supply or use of the Services (as the case may be) on a confidential and need-to-know basis; and

12.1.3 to use the Confidential Information solely in connection with the supply or use of the Services (as the case may be) and not for its own or the benefit of any third party.

12.2 The confidentiality obligations in this Clause 12 will not apply if the Receiving Party is required by court, government or other regulatory body to disclose the Confidential Information, but only to the extent required by law, provided that the Receiving Party gives the Disclosing Party written notice as soon as practicable of such requirement.

12.3 The confidentiality obligations in this Clause 12 will not extend to the Confidential Information which the Receiving Party can prove to the Disclosing Party’s reasonable satisfaction:

12.3.1 has ceased to be secret without default of the Receiving Party’s part; or

12.3.2 was already in the Receiving Party’s possession prior to disclosure by the Disclosing Party; or

12.3.3 has been received from a third party who did not acquire it in confidence.

12.4 Clauses 11.5 and 12 shall survive termination of these Terms of Business or any part of it.

13 Limitations of Liability

13.1 Nothing in these Terms of Business excludes or restricts each Party’s liability for fraudulent misrepresentation, death or personal injury resulting from its own negligence or that of its employees while acting in the course of their employment by such Party. However, nothing in this Clause gives a Party any right or remedy which it would not otherwise have.

13.2 Nothing in these Terms of Business shall exclude or restrict a Party’s liability for matters which cannot by law be excluded or restricted.

13.3 Except as expressly stated in these Terms of Business, all warranties, representations, conditions, undertakings or terms, express or implied in respect of the Skyrocket Digital ’s Services are excluded to the fullest extent permitted by law.

13.4 Skyrocket Digital makes no express or implied warranty relating to the performance, quality or fitness for a particular purpose of the Software. No agent or employee of Skyrocket Digital is authorised to make any representation or modifications, extensions, or additions to this Clause.

13.5 In particular, but without prejudice to the generality of Clause 13.3, the Customer acknowledges and accepts that:

13.5.1 Skyrocket Digital does not warrant that the Services will be available at any particular time or continuously;

13.5.2 the repair of any fault with the Customer’s Internet connection is the sole responsibility of such carrier or provider (e.g. BT or Virgin Broadband); and

13.5.3 Skyrocket Digital is not responsible for any loss of or disruption to Services due to failure of a carrier network or network provider.

13.5.4 Skyrocket Digital is not and cannot be aware of the extent of any potential loss resulting from any failure by Skyrocket Digital to discharge its obligations under this agreement;

13.5.5 the Services and the Platform have not been designed to meet the Customer’s or end user’s individual requirements and cannot be tested in every operating environment; and

13.5.6 it is the Customer’s responsibility to ensure the facilities and functions of the Services and the Platform meets the Customer’s or end-users’ requirements and will not cause any error or interruption in the Customer’s and end-users’ own software or systems. (e.g. contact forms correctly routing emails to the Customer’s email address).

13.6 Skyrocket Digital’s, its employees’ and its sub-subcontractors’ entire liability to the Customer (including without limitation liability for negligence) shall be limited for one claim or a series of related or unrelated claims within a period of 12 months to the lesser of:

13.6.1 the value of Skyrocket Digital’s Charges paid by the Customer within the previous 12 month period; and

13.6.2 £1,000.

13.7 Neither Party shall be liable in contract, tort or otherwise (including liability for negligence), for loss or damage, whether direct or indirect, of business, production, data, operation time, goodwill, revenue, profits, for any loss of anticipated savings, for wasted expenditure or for any indirect or consequential loss whatsoever.

13.8 Skyrocket Digital shall not be liable to the maximum extent permitted by law for any loss of data resulting from the use of the Services including without limitation any delays, non-delivery or missed deliveries directly or indirectly caused by Skyrocket Digital .

13.9 Without undertaking any obligations to give any such advice and/or recommendations, Skyrocket Digital shall not be liable to the maximum extent permitted by law for any loss or damage suffered by the Customer as a result of placing reliance on Skyrocket Digital’s advice and/or recommendations regarding the use of a third party’s products or services.

14 Force Majeure

14.1 Neither Party shall be liable for any breach of its obligations under these Terms of Business (other than in relation to payment of sums due) where it is hindered or prevented from carrying out its obligations by any cause outside its reasonable control, including, without limitations, acts of God, acts of Government or other competent regulatory authority, lightning, fire, flood, war, riot, civil commotion, malicious damage, failure of any telecommunications or computer system, compliance with any law or regulation and accident (or by any damage caused by any of such events).

15 Suspension

15.1 Skyrocket Digital may at its discretion and without liability to the Customer:

15.1.1 temporarily suspend the Services or any part thereof to vary the technical specification of the Services or for repair, maintenance or improvement or to protect life, limb or property;

15.1.2 suspend the Services and/or terminate the Terms of Business if the Customer is in breach of any provisions of Clause 6 (Charges) or should the Customer’s direct debit be cancelled or otherwise not validly be in place;

15.1.3 give such instructions to the Customer about the use of the Services it deems reasonably necessary;

15.1.4 do whatever is required of it to comply with laws, regulations or instructions issued by the Government, an emergency service or other competent authority; and

15.1.5 suspend the Services in any circumstance in which it is entitled to terminate these Terms of Business.

15.2 Except in an emergency when no such notice is required, Skyrocket Digital will aim to give the Customer as much notice as reasonably practicable if the Services are to be suspended but the Customer shall have no claim against Skyrocket Digital for any suspension of the Services. Any exercise by Skyrocket Digital of its right to suspend the Services shall not exclude Skyrocket Digital’s right subsequently to terminate these Terms of Business.

15.3 If the Services are suspended pursuant to the Customer’s default, the Customer must continue to pay Charges during such suspension and shall reimburse Skyrocket Digital’s costs and expenses reasonably incurred by the implementation of such suspension together with all outstanding amounts due under these Terms of Business.

15.4 The Customer must indemnify and hold harmless Skyrocket Digital against all liabilities, claims, damages, losses and proceedings arising out of or in any way connected with any use of the Services in contravention of these Terms of Business or the law.

16 Termination

16.1 Subject to Clause 16.3, the Customer may terminate these Terms of Business prior to the expiry of the term.

16.2 Skyrocket Digital may terminate these Terms of Business immediately on written notice , and without having to pay any compensation to the Customer if:

16.2.1 the Customer is the subject of bankruptcy or insolvency proceedings in the United Kingdom or elsewhere, a receiver or administrator (or equivalent) is appointed over any of the Customer’s assets, or the Customer enters into any formal or informal composition or arrangement (or equivalent) with the Customer’s creditors, or the Customer or Skyrocket Digital reasonably believes that such events are reasonably likely to occur. For the purposes of this Clause 16.2.1 “Customer” shall include the Customer’s direct and/or indirect parent company;

16.2.2 the Customer makes a material misstatement in the details the Customer has supplied to Skyrocket Digital to enable Skyrocket Digital to provide the Services;

16.2.3 the Customer materially breaches (including without limitation failure to pay any Charges promptly) these Terms of Business or any other Terms of Business the Customer has with Skyrocket Digital ;

16.2.4 Skyrocket Digital suspects on reasonable grounds that the Customer may have committed or may be committing (i) a breach of any law; and/or (ii) any fraud against Skyrocket Digital or any third party;

16.2.5 in any circumstances where under these Terms of Business, Skyrocket Digital has the right to suspend Services;

16.2.6 the Customer fails to meet the Skyrocket Digital ’s required standard of creditworthiness; or

16.2.7 any contract between Skyrocket Digital and a third party provider of a service is terminated where such termination affects the provision of the Services.

16.3 If the Customer terminates these Terms of Business pursuant to Clause 16.1 above or Skyrocket Digital terminates the Terms of Business pursuant to Clause 16.2 above, any outstanding charges and/or fees shall become immediately due and payable and the Customer shall, without prejudice to any claim for damages by Skyrocket Digital for any breach of these Terms of Business, pay to Skyrocket Digital and Skyrocket Digital shall receive payment of the Admin Fee, the Domain Transfer Fee (if applicable), the Website Transfer Fee (if applicable), the Charges to end of the month or of any other specified minimum term and any other outstanding Charges.

16.3.1 Skyrocket Digital operates a Multi-Site Platform, and as a result, we cannot export websites in a single .zip file or SQL Database. Our websites are built on our Multi-Site WordPress Platform and are tied into our infrastructure (google cloud, multi-site with other customers information, settings, mailing services, Divi, plugins, etc.). For these reasons and due to the legal/licensing requirements/restrictions of various plugins and suppliers, we are not able to share any files other than the ones listed below.

16.3.2 Skyrocket Digital will only be able to provide the following website assets if a customer requests to transfer their website to another provider:

XML File.Divi Theme Options.Divi Theme Customiser.Document on how to Import.
It is the Customer’s responsibility to supply these files, back up these files and work with the new provider to activate the new website. bOnline will accept no responsibility in any loss or damage caused during the transfer process or any down time experienced by the customer.

16.3.3 Skyrocket Digital will charge £300 excl VAT to facilitate the transfer of a Customer’s website along with providing the assets mentioned above to a new provider. The Customer may be required to purchase a paid subscription of Elegants Divi Theme and any Plugins and software installed in the Customer’s website as all licenses belong to Skyrocket Digital and are not transferable. Skyrocket Digital reserves the right to charge additional professional services fees if the customer requires additional design or development assistance.

16.4 Notwithstanding the foregoing, if the Customer has subscribed for a Service subject to one-off payment in advance, the Customer is entitled to a refund if the Customer notifies Skyrocket Digital within fourteen (14) days of payment. The Customer will not be entitled to a full refund once the Customer proceeds beyond the following stages, irrespective of the number of days since payment:

After briefing stage – 75% refund

After first review of design – 50% refund

After second review of design – 25% refund

16.4.1 All refunds are subject to a 25 percent charge of the total amount to cover part of the the initial costs incurred by Skyrocket Digital.

16.4.2 Customers opting to pay only 50% of the design fee up front will not be entitled to any refunds.

16.5 You agree to defend, indemnify and hold harmless Skyrocket Digital, its subsidiaries, affiliates, officers, directors, agents, partners, employees and attorneys for any loss, liabilities, damages, costs or expenses, including reasonable attorneys’ fees, resulting from any third party claim, action, or demand arising out of or related to:

16.5.1 Your use of any domain name registration or other Service(s).

16.5.2 The content of the Service(s).

16.5.3 Your breach or violation of any term, condition, representation or warranty of these Terms of Business.

16.5.4 Your violation of any rights of others.

16.6 we may require you to reimburse us for any reasonable and foreseeable losses, costs and expenses which we incur as a direct result of the misuse of the Services either by yourself or by someone you have knowingly or negligently allowed to use the Services.

16.7 On termination or expiry of these Terms of Business:

16.7.1 any licence granted to the Customer under these Terms of Business shall immediately cease, the Customer must immediately stop using the Services and all amounts the Customer owes to Skyrocket Digital for the use of the Services shall be due and payable in full and the Customer shall have no right to withhold or set off any such amounts;

16.7.2 Skyrocket Digital shall transfer in accordance with Clause 8.3 any domain name it has purchased for the Customer following receipt by Skyrocket Digital of the relevant Domain Transfer Fee. Skyrocket Digital shall not be responsible for the transfer of a Customer’s website or any element of it to the Customer’s new hosting company. That is entirely the responsibility of the Customer and at their own expense. However, Skyrocket Digital will make a reasonable effort to facilitate the transfer process;

16.7.3 Skyrocket Digital shall have the right to remove, cancel, delete and terminate any of the Customer’s Account, and any content or data uploaded or integrated with (or available on) Services without being liable for any losses;

16.7.4 within 7 days of the termination the Customer shall return to Skyrocket Digital or destroy (and in that case certify destruction of) the Confidential Information, Skyrocket Digital Materials and/or Software (including without limitation all copies in whatever format).

16.8 The termination of these Terms of Business for whatever cause shall not affect any provision of these Terms of Business which is expressed or by implication intended to survive or operate in the event of termination of these Terms of Business.

17 Assignment and Sub-contracting

17.1 The Customer must not assign or delegate or otherwise deal with all or any of its rights or obligations under these Terms of Business without the prior written consent of Skyrocket Digital .

17.2 Skyrocket Digital may assign, transfer (in whole or in part) or charge or deal in any manner or otherwise delegate all or any of its rights or obligations under these Terms of Business to any person or entity.

17.3 Skyrocket Digital may sub-contract any of its obligations under these Terms of Business.

18 Variation

18.1 Except as described in Clause 18.2 below, any variation to these Terms of Business shall be agreed by the Parties in writing.

18.2 Notwithstanding Clause 18.1, Skyrocket Digital reserves the right to amend or vary these Terms of Business (other than in relation to variations in accordance with Clause 6.10 of these Terms of Business) by giving the Customer 30 days’ written notice thereof with effect from the start of the month following such 30 day period. If the Customer refuses to accept such amendment, it may terminate these Terms of Business at the end of the month or of any other specified term in which the notice is served. If the Customer does not terminate within such 30 day period, the Customer shall be deemed to have accepted the variation.

18.3 If the Customer requests and Skyrocket Digital agrees to a change of Services, the Customer must complete such formalities as Skyrocket Digital shall require to give effect to such change and the Customer must pay to Skyrocket Digital its then current Charges to reflect such change of Charges change. Skyrocket Digital may require payment prior to effecting such change. To reflect such change, Skyrocket Digital may without notice revise the Charges.

19 Notices

19.1 Unless otherwise stated in these Terms of Business:

19.1.1 Notices sent by the Customer to Skyrocket Digital shall be sent:

(a) by hand or by recorded delivery to the following address or as otherwise notified to the Customer:

Attn: Skyrocket Digital Ltd

Address: Centrum House, 36 Station Road, Egham, Surrey, TW20 9LF

(b) by electronic mail to the following electronic email address or as otherwise notified to the Customer:

Email: service@bonline.com

19.2 Notices sent by Skyrocket Digital to the Customer may be sent (i) by hand or by recorded delivery to the Customer’s billing address specified on the Order Form or to the Customer’s registered office; or (ii) by fax to the Customer’s fax number specified on the Order Form or as otherwise notified by the Customer to Skyrocket Digital in writing; or (iii) by electronic mail to the Customer’s electronic mail address specified on the Order Form or as otherwise notified to Skyrocket Digital in writing.

19.3 Notice given by hand shall be deemed given the same day. Notice given by recorded delivery on the date and at the time of signature of the delivery receipt. Notice given by fax shall be deemed given when transmitted provided that the sender shall have received a transmission report confirming correct transmission. Any communication by electronic mail from the Customer to Skyrocket Digital shall be deemed to have been received when Skyrocket Digital acknowledges receipt to the Customer of such electronic mail. Any communication from Skyrocket Digital to the Customer by electronic mail shall be deemed to have been made on the working day on which the notice is first stored in the Customer’s electronic mail-box.

20 Entire Terms of Business

20.1 These Terms of Business together with any other documents expressly referred to in these Terms of Business represent the entire understanding between the Parties with respect to the subject matter of it and supersedes and extinguishes all other agreements or representations (except fraudulent misrepresentations) made by either Party, whether oral or written. In particular Skyrocket Digital shall not be bound by any oral or written representation (except fraudulent misrepresentations) made by its representatives unless specifically incorporated into these Terms of Business in writing.21 Time Not of the Essence

21.1 Any dates quoted by Skyrocket Digital in connection with the provision of the Services shall be treated as estimates only. Skyrocket Digital accepts no liability for failure to meet such dates and time shall not be of the essence for this purpose.22 Miscellaneous

22.1 Skyrocket Digital shall not be bound by and reserves the right to correct, before and after these Terms of Business is made, any typographical, clerical or other obvious error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Skyrocket Digital .

22.2 No waiver by Skyrocket Digital of any default by the Customer under these Terms of Business shall operate or be construed as a waiver by Skyrocket Digital of any future defaults, whether of a like or different character. No granting of time or other forbearance or indulgence by Skyrocket Digital to the Customer shall imply a waiver of Skyrocket Digital rights or shall in any way release, discharge or otherwise affect the Customer’s liability under these Terms of Business.

22.3 If any court or any governmental agency or authority of competent jurisdiction holds any provision of these Terms of Business to be invalid, void, or unenforceable, including in particular any limitation of liability or exclusion of implied terms, then:

22.3.1 if necessary, the Parties agree to rewrite the applicable provision to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and

22.3.2 the remainder of these Terms of Business shall nevertheless remain legal, valid, and enforceable.

22.4 The provisions of these Terms of Business of a continuing nature shall survive termination of these Terms of Business.

22.5 In the event of any inconsistencies between the contents of Terms of Business, the Order Form and the Price List, the order of precedence shall (unless expressly stated to the contrary) be (i) these Terms of Business; (ii) the Order Form; and (iii) the Price List.

22.6 The Parties do not intend that these Terms of Business be enforceable by any person not a party to these Terms of Business including under the General Terms (Rights of Third Parties) Act 1999 with the only exception of Clause 16.5 above which will also be enforceable by Skyrocket Digital’s employees and its subcontractors.

22.7 Each website will display Skyrocket Digital’s name, and/or logo, or wording such as “Website created by Skyrocket Digital Ltd.” at the bottom of the Customer website footer. This may be removed for an additional charge as outlined by Skyrocket Digital .

22.8 You shall be entitled to terminate any Service any time after the end of its relevant Initial Fixed Term (or after the end of a new Renewal Term) by giving us at least 30 days’ written notice.

23 Governing Law and Jurisdiction

23.1 These Terms of Business and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England.

23.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms of Business or its subject matter or formation (including non-contractual disputes or claims).