General Terms and Conditions
THIS AGREEMENT is made between Janasa Limited t/a Domain Leasing UK (“the Owner”) and a client (“the Lessee”).
The owner of the Internet Domain Name Address (“the Domain Name”) allows the Lessee to lease the said Domain Name.
The parties therefore agree as follows:
- Lease Term and Fees
In consideration of a fee “Leasing Fee” payable monthly by the Lessee, the Owner agrees to allow the Lessee to lease the Domain Name, subject to a minimum rental period of 24 months and shall continue thereafter unless or until terminated by either party giving not less than 6 months’ notice in writing, such notice not to expire before the end of the initial rental period. Notwithstanding this the parties further agree that this Agreement may be terminated before the expiry of the initial period in accordance with clause 7 of this Agreement.
- Payment Terms
Payment of the Lease Fee shall be in accordance with the standard payment terms of the Owner, which may be altered by the Owner at any time on giving the Lessee reasonable notice.
At no time during the term of this Agreement shall any rights of title or ownership in the Domain Name pass from the Owner to the Lessee. The Domain Name registration (WHOIS) details shall remain those of the Owner at all times and the Lessee shall not seek or attempt to interfere with or change these registration details. Nor shall the Lessee attempt at any time to register the Domain Name as a trademark, service mark or trade name in this jurisdiction or any other.
- Domain Name Hosting
The Owner agrees to comply without delay to any reasonable request made by the Lessee once the Lease Fee have been paid to either point the domain to a Domain Name Server (DNS) or forward the domain to a nominated URL nominated by the Lessee for the duration of this Agreement. To complete all forms, meet all requirements and to offer such reasonable assistance to enable the Domain Name to be transferred in accordance with the terms of this Agreement.
- Further Domain Name Use
The Owner further agrees to allow the Lessee for the duration of this Agreement to do the following:
5.1 Use the Domain Name in keywords contained within the Meta Tags of any web page or referred to or repeated in the coding of any web page.
5.2 Register the Domain Name or any similar sounding or similarly spelt Web Domain Addresses or any combination of the Domain Name as keywords with any search engine or directory, provided such similar sounding Web Domain Addresses are not already owned by The Owner or a third party.
5.3 Refer to the Domain Name in any promotional material or on any site owned by or in which the Lessee has an interest.
- Rights on Termination
On the termination of this Agreement all rights and interests in the Domain Name automatically and immediately revert to The Owner. The Lessee further agrees to immediately cease all use of the Domain Name, including such usage as detailed above in Clause 5 of this Agreement.
7.1 The Owner of the Domain Name may terminate this Agreement immediately in the event that:
7.1.1 The Lessee commits a serious, grave or material breach or persistent breaches of this Agreement including non-performance, default or neglect of his duties, responsibilities and obligations under this Agreement, and
7.1.2 Such breach remains unremedied for a period of 30 days from written notice given by the other party specifying the breach and requiring it is remedied.
7.2 Furthermore this Agreement may be terminated in the event that:
(a) The Lesses is unable to pay or has no reasonable prospects of paying their debts the amount or aggregate amount of which equals or exceeds the bankruptcy level within the meaning of the Insolvency Act 1986, or
(b) Being a company becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction), or
(c) Has a receiver appointed to administer any of their property or assets, or
(d) Ceases or threatens to cease to carry on business, or
(e) Makes any voluntary agreement or enters into a compromise for the benefit of their creditors, or
(f) There is a change of control (and for these purposes “control” means the right to direct the affairs of the company either by ownership of shares, membership of the board, or otherwise).
7.3 Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Agreement which are by their construction intended to survive such termination (including, without limitation, clauses 1, 3, 10 and this clause 7).
7.4 Neither party shall be liable for or be in breach of this Agreement by reason of any delay in performance or failure to perform this Agreement (except with respect to payment obligations) which results from matters which are beyond either party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence.
- Option To Purchase
8.1 The Lessee may request to purchase the Domain Name and all rights to the Domain Name at any time, strictly subject to the agreement of the Owner to sell the Domain Name to the Lessee.
8.2 All outstanding Lease Fees shall remain due in addition to the purchase price negotiated for the Domain Name by the parties.
8.3 The Owner of the Domain Name reserves the right to withdraw from any sale of the Domain Name at any time, without the need to provide a reason or any compensation to the Lessee. Where the Owner withdraws from any sale the rental of the Domain Name and all Lease Fees and obligations under this Agreement continue.
9.1 Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party’s signatory by email, personal delivery, pre-paid recorded delivery, first-class post, or fax transmission to the receiving party as set out in this clause 9:
The Domain Name Owner
Name: Janasa Limited t/a Domain Leasing UK
Tel: +44 (0)20 3006 2826
Address: Gordon House, 1-6 Station Road, London NW7 2JU UK
The Domain Name Renter
or such subsequent addresses as may be notified by the party’s to each other.
9.2 Any such notice shall be deemed to be effectively served as follows:
9.2.1 In the case of service by pre-paid recorded delivery or first-class post 48 hours after posting.
9.2.2 In the case of service by email, telex or facsimile transmission on the next working day.
Both parties shall keep confidential the specific terms of this Agreement and not disclose them save to such employees or contractors as need to know the relevant information for the purposes of performing this Agreement. The parties agree that all information marked “Confidential”, or where not marked it is reasonable to judge such information as confidential, shall not be disclosed for a period of 2 years after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. The parties further agree that all information marked as a “Trade Secret” and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. Confidential information and Trade Secrets shall consist of, but not necessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data.
Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.
- Force Majeure
Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond their reasonable control, including but not limited to Acts of God, war, civil disorder or industrial disputes. If such delay or failure continues for a period of at least Sixty (60) days the party not subject to the force majeure shall be entitled to terminate this Agreement by written notice to the other.
- Joint Venture or Partnership
Nothing in this Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the parties and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.
14.1 Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.
14.2 The paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.
14.3 No addition to or modification of any clause in this Agreement shall be binding on the parties unless made in writing and signed by the signatories to this Agreement or their duly authorised representatives.
14.4 This Agreement sets out the entire Agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties.
This Agreement shall be governed by and construed and interpreted in accordance with the law of England and Wales and the parties hereby submit to the jurisdiction of the English courts.