Domain Name Terms
-
Application of the General Conditions
1.1This Domain Name Terms shall be read together with the General Conditions and unless the context otherwise requires, such defined terms used in this Domain Name Terms shall have the same meaning as those in the General Conditions.
1.2In the event if any inconsistencies between the General Conditions and this Domain Name Terms, the provisions in this Domain Name Terms will prevail.
-
Definitions:
2.1
In this Domain Name Terms:
2.1.1'Domain Name' means the domain name specified in the Statement of Work and/or Initial Statement of Work which the Client wishes to acquire and/or renew.
2.1.2'Domain Name Fees' means the fees and/or charges payable by the Client to Sozo for the domain name acquisition and registration services and/or the domain name renewal services offered by Sozo to the Client as set out in the Statement of Work.
2.1.3'Intellectual Property' means copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs and any other relevant intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
2.1.4'Registry Administrator' means the relevant organisation which deals with registering of domain names e.g. Nominet for .UK domain names; Network Solutions Inc for .com; .mobi; .org and .net domain names; and EURID for .EU domain names.
2.1.5'Seller' means the seller of the Domain Name which the Client wishes to acquire.
-
Appointment of Sozo as Agent to Act For Client
3.1
The Client hereby appoints Sozo as its agent to:
3.1.1acquire the Domain Name from the Seller;
3.1.2to deal with the relevant registrars of the Domain Name and the Registry Administrators in order to register the Domain Name on behalf of the Client either under the name of Sozo or the Client (as agreed in the Statement of Work) with the relevant Registry Administrator; and/or
3.1.3renew of the Domain Name registration.
3.2By instructing Sozo to carry out the services set out in Clause 3.1 of this Domain Name Terms, the Client shall be deemed to have read and agreed to any terms and conditions by the relevant Registrar Administrator and/or registrars which would apply to the services set out in Clause 3.1 of this Domain Name Terms.
-
Acquisition and Registration of Domain Name
4.1
Sozo and the Client will discuss the various options available to the Client. Usually, such options will be set out in the Initial Statement of Work. The Client will then provide Sozo with a few of its choices and prioritising such choices in a manner which Sozo may request and this information will be recorded and agreed in the Statement of Work.
4.2The Client will also provide all such information and assistance, and execute such documents as may be reasonably requested by Sozo as soon as it is reasonably practicable. For the avoidance of doubt, the Client is solely responsible for the information which it provides to Sozo.
4.3Sozo will upon receipt of the information required of the Client, submit the information to the appropriate registrar and/or Registry Administrator for approval and processing.
4.4Sozo will undertake the acquisition and registration of the Domain Name using reasonable skill and care.
-
Renewal of Domain Names
5.1
The Client may request Sozo to renew the Domain Name on behalf of the Client and Sozo will undertake such renewal of the Domain Name for the Client using reasonable care and skill.
5.2Notwithstanding any other provisions in the Conditions, the Client is solely responsible to notify Sozo in writing and to ensure that Sozo receives such notice with regard to the date of renewal of the Domain Name 30 days before such renewal date and Sozo will not in any event be liable for any losses and/or damages suffered by the Client if the Domain Name was not renewed on time due to the failure of the Client to remind Sozo of the date of renewal.
-
Domain Name Fees
6.1
Inconsideration of the domain name acquisition, registration and/or renewal services performed (as the case may be) by Sozo for the Client, the Client shall pay to Sozo the Domain Name Fee.
6.2Sozo shall be entitled to invoice the Client for the Domain Name Fee upon the Statement of Work being agreed.
-
Warranties and Indemnities
7.1
The Client warrants and represents that it has the full power and authority to enter into the relevant Contract for the services specified in Clause 3.1 of this Domain Name Terms and such other documents required to effect the Domain Name acquisition, registration and/or renewal (as the case may be).
7.2The Client warrants and represents that it is able to pay the Domain Name Fee in accordance with the terms of this Agreement.
7.3The Client warrants and represents to the best of its knowledge that neither the acquisition, registration and/or renewal of the Domain Name (as the case may be) nor the manner in which it is directly or indirectly to be used infringes the Intellectual Property rights or any other legal rights of any third party and that the Domain Name is not being registered for nor shall it at any time whatsoever be used for any unlawful purpose. In this regard, the Client shall indemnify and hold harmless Sozo against any claims, proceedings, losses, liabilities, damages (including reasonable costs), charges and expenses of whatever nature arising out of or in connection with any claim or action made against Sozo relating to a breach of this Clause 7.3 provided that Sozo will not make any admissions without the Client's prior written consent and not take any step (or omit to take any step) which would prejudice the Client's defence of the claim, and shall allow the Client to conduct and/or settle all negotiations and litigation resulting from such claim. Sozo shall, at the request of the Client, afford all reasonable assistance with such negotiations or litigation and shall be reimbursed by Client for any reasonable out of pocket expenses incurred in so doing.
7.4The Client shall indemnify and hold harmless Sozo against all damages, losses and expenses arising as a result of any action or claim arising out of or in connection with the relevant Contract with regard to the services set out in Clause 3.1 of this Domain Name Terms insofar as such action or claims is not caused by any negligence of breach of this Domain Names Terms and/or the General Conditions by Sozo.
-
Limitation of Liability
8.1
Nothing in this Domain Name Terms and/or the relevant Contract in any way excludes or restricts Sozo's liability for death and personal injury cause by negligence or fraud.
8.2Sozo shall not be liable to the Client for any loss and/or damages arising from the relevant Contract and/or the services provided by Sozo under Clause 3.1 of this Domain Name Terms.
8.3Subject to Clause 8.2, Sozo shall not be liable for any indirect or consequential losses to the Client including damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity which relate to the relevant Contract, or the services provided by Sozo under Clause 3.1 of this Domain Name Terms.
8.4Subject to Clauses 8.1, 8.2 and 8.3 of this Domain Name Terms, Sozo's aggregate liability in respect of claims based on the relevant Contract and/or the services specified in Clause 3.1 of this Domain Name Terms (as the case may be) whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the Domain Name Fees paid by the Client in respect of the relevant Contract.
-
Termination
9.1
Without prejudice to any other rights or remedies which the Parties may have, either party may terminate the relevant Contract without liability to the other if:
9.1.1the other Party fails to pay any amount due under such Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
9.1.2the other Party commits a material breach of any of the terms of the relevant Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
9.1.3is unable to pay its debts or enters into compulsory of voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the relevant party under the relevant Contract) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed of its assets or ceases for any reason to carry on business or takes or suffers any similar action which in the opinion of the party giving notice means that the other may be unable to pay its debts.
9.2On termination of a Contract for any reason:
9.2.1the Client shall immediately pay to Sozo all of Sozo's outstanding unpaid invoices and interest and, in respect of any services supplied but for which no invoice has been submitted, Sozo may submit an invoice, which shall be payable immediately on receipt; and
9.2.2(where applicable) subject to paying such fees as on Sozo's then applicable hourly rates, Sozo will assist the Client to transfer the Domain Name to such other registrar and/or entities as the Client may instruct.
9.3The accrued rights and liabilities of the Parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
