Terms & Conditions2018-11-15T20:59:04+00:00

Terms and Conditions

    1. References to “Stratagem”, “we”, “us” and “our” are references to Stratagem Solutions Ltd registered in England (company registration number 10928852).
    2. The terms “you” and “your” refer to any individual, company or business to whom we provide our Services as specified in the online customer order form including a person reasonably appearing to us to act with your authority.
    3. In these conditions the following words and expressions shall have the following meanings:
      1. Commencement Date means the date of our acceptance of your order as notified to you, or the date of the order placed for any other Services;
      2. Contract means any contract between us and you for the supply of Services incorporating these conditions;
      3. Domain Names means Internet addresses which have been registered with the central registration authorities on the Internet on your behalf;
      4. Megabyte means 1,048,576 bytes of information;
      5. Gigabyte means 1,073,741,824 bytes of information;
      6. WWW means World Wide Web service available on the Internet;
      7. Hosting means the making available of your Domain Name and/or Website on the Internet;
      8. Internet means the network of interconnected e-communications and computer systems connected by internet protocol addresses;
      9. Renewal Date means the day following the end of the first billing period specified in the online customer order form and the day following the end of the relevant billing period from time to time;
      10. Services in the context of Web Site orders means any and all internet services to be provided by us to you as specified in the online customer order together with any other services which we provide, or agree to provide to you for Web Site orders;
      11. Services in the context of any other order means any mutually agreed statement of work;
      12. Upload means to transfer computer files to our computer system for publication on the Internet or WWW;
      13. Web Site means the area on our computer system allocated to you for the purpose of this Contract;
      14. Malware means any malicious software including but not limited to a virus, spyware, adware, scareware or ransomware in any form including but not limited to source code, bytecode, object code or executable.
      15. Credential means any privileged information including but not limited to usernames, email addresses, passwords, IP Addresses, phone numbers or two factor authentication devices and/or methods that grant access to a protected computer system.
      16. Platform means the system in which a provided Service is running on. Examples include but are not limited to PHP, IIS, iOS, Android, Windows, MacOS and Linux.
      17. Major Platform Version means the first number in a Platform Version. For example, iOS 10 and iOS 11 are different Major Platform Versions
      18. Minor Platform Version means any number except the first in a Platform Version. For example, iOS 11.0 and 11.1 are the same Major Platform Versions, but different Minor Platform Versions
      19. End of Life means that the specified Product at the end of its useful life and no further marketing, selling, distribution, development and/or support is being provided by its Manufacturer. For example, PHP 5.3 has reached End of Life.
      20. A Director of Stratagem means any person working for Stratagem that is registered as a Director with Companies House.
    4. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
    5. Condition headings are provided for convenience and do not affect the interpretation of these conditions.
    6. Any words in the singular include the plural and vice versa.
    1. Our Privacy Policy forms part of these Terms and Conditions.
    2. Subject to any variation under conditions 2.3 or 2.4 the Contract shall be on these conditions to the exclusion of all other Terms and Conditions, including any terms or conditions which you purport to apply under any order, confirmation of order or other document.
    3. Any variation to these conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by a Director of Stratagem. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Contract. Nothing in this condition shall exclude or limit our liability for fraudulent misrepresentation.
    4. We reserve the right to alter or amend our Terms and Conditions without prior notice. If you do not want to accept any new Terms and Conditions you must inform us immediately by emailing us at accounts@stratagem-uk.techotherwise you will be deemed to have accepted such new Terms and Conditions. Any new Terms and Conditions supersede any and all previous versions in their entirety.
    5. Your order for Services from us shall be deemed to be an offer by you to buy the Services subject to these Terms and Conditions.
    6. No order placed by you shall be deemed to be accepted by us until an acceptance is issued by us for in writing or by email.
    7. No work will begin the conditions of section 2.6 and section 8 are met.
    8. You shall ensure that the terms of your order are complete and accurate.
    9. Any date proposed either by you or us for the provision of the Services is to be treated as an estimate only and we accept no liability for any failure to meet it.
    10. Without prejudice to section 2.2, parts of these Terms and Conditions may be overridden by a supplemental agreement between you and Stratagem. In the case of a contradiction between supplemental Terms and Conditions and these Terms and Conditions, the supplemental Terms and Conditions override these for the particular contradiction only. Any supplemental Terms and Conditions must be agreed between you and a Director of Stratagem.
    11. If any part of these Terms and Conditions is or becomes non-enforceable or illegal in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision of these Terms and Conditions; or the validity or enforceability in other jurisdictions of that or any other provision of these Terms and Conditions.
    1. Subject to termination under conditions 9 and/or 10 this Contract shall begin on the Commencement Date and if applicable, shall automatically renew on the relevant Renewal Date for successive periods equal to the billing period set out in the online customer order form or for such period as subsequently agreed by us in writing.
    2. Applicability for the purposes of subsection 3.1 includes Services provided for Web Site orders and/or SEO.
    3. Applicability for the purposes of subsection 3.1 for other orders is on a case by case basis and will be agreed between you and Stratagem before an order for any Services is placed.
    4. When an App Development or Integration Service is ordered, this contract will end and no further support shall be required upon delivery and/or completion of the Service except in the following cases:
      1. For Mobile Apps published under Stratagem’s account in the Apple App Store or Google Play Store, Stratagem will provide critical bug fixes and new Platform support for a period of two additional Major Platform Versions from the date of delivery of the Service.
      2. For Mobile Apps not published under Stratagem’s account in the Apple App Store or Google Play Store, Stratagem will provide critical bug fixes and new Platform support for a period of one additional Major Platform Version from the date of delivery of the Service.
      3. For Integration Services, Stratagem will not provide automatic support for new Major Platform Versions unless a provision for this has been made between you and Stratagem.
      4. For Mobile Apps and Integration Services, Stratagem will provide automatic support for new Minor Platform Versions for the lifetime of that Major Platform Version. Upon a given platform reaching End of Life, any support from Stratagem shall end.
      5. Support for any other Service is to be agreed in writing between you and Stratagem before placing an order for said Service.
      6. At no point shall Stratagem be required to add any additional features over and above those agreed in the statement of work to any deliverable under the terms of subsection 3.4.
      7. Any gesture of goodwill by Stratagem in terms of adding additional features not agreed in the statement of work shall not require Stratagem to add any further additional features not agreed in the statement of work.
    5. Upon the termination and/or expiration of a Web Site hosting Contact, no copy of any and/or all information pertaining to said Contract will be provided until all outstanding invoices are settled in full.
    1. You agree that you will keep secure any login name, password and/or other Credential specified on your online customer order or otherwise conveyed between you and Stratagem or created by you and not to pass that information to any unauthorised person and/or entity. In the event of any Credential being used by any unauthorised person, company or other entity, we accept no responsibility and you will be liable for any additional charges, consequences and/or ramifications arising therefrom.
    2. It is your sole responsibility to make regular back-ups of your data and files used in connection with the Services. Whilst we maintain our own backups as part of our own disaster recovery strategy, we are not responsible whatsoever for any data loss and/or any and all subsequent issues arising from any data loss howsoever caused.
    3. You agree that you will not:
      1. Perform any action that will reduce performance of our servers to the detriment of other users;
      2. Upload any malware of any kind to any platform and/or service which could infect our or anyone else’s server(s) and/or other equipment;
      3. Allow any malware to enter the Internet by allowing Internet users to download files containing malware (knowingly or otherwise) from your web space which is on our server;
      4. Upload any material which infringes the intellectual property rights of any other party. We accept no responsibility for your actions in either uploading material to the Internet or in your transferral of any material to other Web Sites (or vice versa);
      5. Upload any material which may be considered to be contrary to public decency, morality and/or legality including (but not limited to) pornographic, barbaric and overtly tasteless material. We reserve the right to randomly inspect any Web Site and in the event that any unauthorised material has been uploaded to that Web Site, we reserve the right to inform the relevant authorities and to immediately terminate this Contact without refund;
      6. Cause, permit and/or in any way assist in any unauthorised publication or any dissemination of defamatory material or any material which could be considered to be in breach of the civil or criminal laws of England and Wales;
      7. Commit any act whereby access is gained by you to any information or resources of any person, body, corporate individual, partnership, government agency, national institution, charity or recognised organisation without first having obtained authority from those persons or institutions;
      8. Use our servers and/or network to send unsolicited or spam e-mail to other Internet users regardless of whether we are referred to or not either directly or indirectly in such postings. Failure to meet this obligation would result in the termination of this Contract without refund;
      9. Not to use our servers or network either directly or indirectly in a way that would have a detrimental effect on network performance;
      10. Do any act or omission, the result of which would have the effect of bringing us into disrepute.
      11. Do any act or omission, the result of which would have the effect of breaking any Terms and Conditions Stratagem have agreed with any third-party partners including but not limited to Apple, Google, Amazon and Microsoft.
    1. While we do not operate a bandwidth capping policy we maintain high ratios of bandwidth per Web Site. In the rare circumstances that a user utilizes our server resources to such an extent that it may jeopardize server performance and resources for other users then we reserve the right to implement the following High Resource User Policy at our sole discretion:
      1. Where a service is delivered with bandwidth restrictions and/or limitations we reserve the right at our sole discretion to charge you for excess bandwidth used howsoever caused at the rate of 45 pence per gigabyte or part thereof.
      2. Resources are defined as bandwidth, processor utilisation, graphics card utilisation random access memory or disk space;
      3. We reserve the right to suspend or terminate any Web Site immediately in order to prevent the misuse of our servers and to maintain maximum availability for other users. You may be offered alternate hosting options including us hosting the Web Site for an additional fee.
    1. The following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
      1. Any breach of these conditions;
      2. Any use made by you of any of the Services;
      3. The content of any information placed by you onto our servers;
      4. The failure of or any problem experienced by you in the operation of your Web Site;
      5. With regard to any application, receipt of, or failure to receive Domain Name registration, the registration, renewal, non-registration, non-renewal, suspension, transfer, failure to transfer, operation, delivery, mis-delivery or any and/or all combinations or for any errors or omissions or any other actions by the registry administrator arising out of or relating to any application, receipt of, or failure to receive a domain registration; and
      6. Any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
    2. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract save that where you are a consumer rather than a business no provision of this clause 6 or these conditions shall affect your rights as a consumer.
      1. As the Services are normally supplied immediately unless agreed otherwise with us there is not normally an opportunity to cancel under regulation 13 of the Consumer Protection (Distance Selling) regulations 2000. (http://www.opsi.gov.uk/si/si2000/20002334.htm_)
    3. 6.3 Nothing in these conditions excludes or limits our liability:
      1. For death or personal injury caused by our negligence; or
      2. For any matter which it would be illegal for us to exclude or attempt to exclude its liability; or
      3. For fraud or fraudulent misrepresentation.
    4. 6.4 Subject to conditions 6.2 and 6.3:
      1. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to 50% of the initial total amount paid for the Services or Domain Name registration; and
      2. We shall not be liable to you for any:
        1. Pure economic loss
        2. Loss of profit
        3. Loss of business
        4. Loss of anticipated savings
        5. Depletion of goodwill or otherwise
      3. In each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
    5. Each provision of this condition 6 is to be construed as a separate limitation applying and surviving even if for any reason one or other of the said provisions is held inapplicable or unreasonable.
    6. You will be solely responsible for the selection of services with regards to any fitness for a particular purpose.
    7. Any advice given to you by us shall not constitute legal advice. We are not lawyers and you agree to be held solely responsible for any course of action taken by you regardless of any information given.
    8. All warranties, terms, conditions and duties implied by law including, without limitation, those relating to fitness for purpose, quality or adequacy are excluded to the fullest extent permitted by law.
    9. Services shall be used for Good, not Evil.
    10. Any Services provided are provided ‘as is’, without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall Stratagem be liable for any claim, damages or other liability, whether in an action and/or inaction of contract, tort or otherwise, arising from, out of or in connection with the Services or the use or other dealings in the Services.
    11. Stratagem shall not be held liable for any decision, action and/or inaction made and/or taken by any third-party partner regardless of the consequences of said decision, action and/or inaction.
    1. Without prejudice to any other rights or remedies which we may have against you, you agree to indemnify and keep us indemnified against:
      1. All costs, claims, demands, liabilities, expenses, damages, losses and/or expenses arising out of or in connection with any breach by you of this Contract; and
      2. All costs, claims, demands, liabilities, expenses, damages, losses and/or expenses arising out of any action brought or threatened against us by a third party which is caused by and/or arises from any action, inaction and/or omission of ours carried out pursuant to your instructions.
      3. All costs, claims, demands, liabilities, expenses, damages, losses and/or expenses arising out of any action brought to and/or threatened against us by any third-party partners which is caused by and/or arises from any action, inaction and/or omission of yours.
    1. Charges are payable in advance depending on the Service purchased as set out in the online customer order and time for payment shall be of the essence. It is a condition of the provision of our Services that a regular credit or debit card or PayPal payment agreement or standing order is in force for the duration of this Contract and you agree to set this standing order up and ensure its timely payment.
    2. You may not make payment to us by any other means other than those detailed in condition 8.1 without our prior authority provided to you in writing or electronic mail.
    3. In the event that we agree to accept payment from you by any means other than credit or debit card you acknowledge that payment must reach our bank account no less than five working days prior to the invoice due date and that arranging this is your sole responsibility.
    4. You shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court order requiring an amount equal to such deduction to be paid by us to you.
    5. All payments payable to us under the Contract shall become due immediately on its termination despite any other provision.
    6. Without prejudice to our other rights we reserve the right to charge daily interest on all outstanding amounts from the due date until payment is received in full at the rate equal to 4% per annum above the Bank of England base lending rate as current from time to time whether before or after judgement. Interest shall continue to accrue notwithstanding termination of this Contract for any cause whatsoever. We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
    7. Value Added Tax where applicable will be added at the appropriate rate to the total of all charges shown on your invoice.
    8. Where payment is by credit card or debit card you expressly authorise us to charge recurring billing by such method until we receive from you a completed account cancellation notice (see condition 10.2) or the Services end.
    9. If you dispute any payment made to us you shall contact us immediately to discuss repayment. In the event that you submit an unjustified chargeback (being a credit card or debit card chargeback or cancellation of a cheque or submission of a cheque that is returned for any reason) then the following shall be due and payable by you within 7 days for each instance of a chargeback:
      1. The charges due and payable by you for the Services used in the period covered by the chargeback; and
      2. Such chargeback costs as are levied upon us by your bank or credit card company; and
      3. A chargeback administration fee of £50; and
      4. Our reasonable costs and/and losses incurred in recovering the above-mentioned fees including debt recovery costs, legal fees and debt collection costs.
    10. In the event of an unjustified chargeback our right to terminate this Contract as set out in condition 9 shall apply save that the period in clause 9.2 shall be shortened to 14 days and the period in condition 9.3 shall be shortened to 10 days.
    1. Upon failure to pay any charge when due and/or material breach of this Contract in any other way we reserve the right to terminate this Contract immediately without the requirement of prior notification.
    2. If any sum payable under this Contract is still outstanding one month after the service of written notice to you requiring you to pay all outstanding sums in full we may at our sole discretion suspend any Services provided.
    3. If you have still not paid within 14 days of the written notice referred to in condition
    4. We may at our sole discretion disconnect the Services, return your data in whatever form it is in, delete all copies from our systems and terminate the Contract and, if appropriate charge you a daily rate for storage of any of your equipment. Where any charges or payments are still outstanding from you, you must pay us in full (including any outstanding interest) before we release your equipment to you.
    5. Should we reasonably deem you a threat to the integrity of our network whether as a result of your actions, inactions and/or threats of such actions and/or inactions and/or by hostility of your actions and/or inactions and/or due to any other reason which in our considered opinion would be against our business interest, then we reserve the right terminate this Contract immediately without the requirement for prior notification.
    6. If you go into liquidation or (in the case of an individual or firm become bankrupt) make a voluntary arrangement and/or have a receiver or administrator appointed we reserve the right to terminate this Contract immediately without the requirement of prior notification.
    7. Termination of this Contract by us will result in the retaining by us of all monies received from you without any entitlement of a refund of monies paid.
    8. Upon termination of this Contract you shall nevertheless remain liable for all charges due or which would have been payable under this Contract.
    9. On termination of this Contract we reserve the right to remove all materials held on our systems and/or remove all of your system privileges.
    10. Subject to our sole discretion after termination, if we agree that you may once again be reconnected to the service, any reconnection will be subject to an administration charge of £50 together with any outstanding charges payable prior to the reconnection.
    11. Without prejudice to subsections 9.1 – 9.9 above, Stratagem reserve the right to terminate this Contract for any reason at any time.
    1. You may terminate this Contract:
      1. At any time within the first 30 days of the Commencement Date and receive a full refund, less any Domain Name registration charges or charges for additional services not included as a part of one of our standard hosting plans;
      2. At any time after the first 30 days of the Commencement Date however unless notice under condition 10.2 is received prior to the next Renewal Date this Contract shall automatically renew for the period covered by the issued renewal notice and no refund will be payable to you and you will remain liable for all charges to the end of the Contract period as defined in condition 3.
    2. You must notify us of termination by delivering to our contact address a completed account cancellation notice which can be obtained from us on request.
    1. On receipt of a valid cancellation notice, we may, at our sole discretion, refund unused time paid.
    2. A cancellation notice must be received prior to the relevant Renewal Date in order for a cancellation to be effective and processed prior to a renewal payment being taken.
    3. Where at our sole discretion we choose to accept a late cancellation notice an administration charge may be applied to any refund issued with the sole exception of refunds issued in line with our 30-day money back guarantee, in which case no fees are payable.
    1. We are not liable for any breach of this Contract if the breach was caused by an Act of God, insurrection or civil disorder, war or military operations, terrorism, national or local emergency, protests, riot, civil commotion, acts of omissions of government, highway authority or other competent authority, our compliance with any statutory obligation, industrial disputes of any kind (whether or not involving our employees), fire, lightning, explosion, flood, subsidence, weather of exceptional severity, acts of omission of persons whom we are not responsible (including in particular other telecommunication service providers), and/or any other cause whether similar or dissimilar outside our reasonable control provided that, if the event in question continues for a continuous period in excess of 90 days, you shall be entitled to give notice in writing to us to terminate the Contract.
    1. This Contract is to be treated as made in England and Wales according to English and Welsh Law and subject to the jurisdiction of the English and Welsh Courts.
    1. You must not assign the benefit of this Contract in whole or in part.
    2. We reserve the right to assign the benefit of this Contract by giving prior written notice of any assignment to you.
    3. Except with our prior written consent the Service shall not be used by or on behalf of any person other than you or a third party specified on the application form and no condition shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act.
    1. Stratagem will register a domain to an individual and/or company on a per domain basis and the individual or company is granted exclusive use of this domain so long as all fees are paid and the balance of any accounts are kept up to date, at least 45 days prior to any registration or renewal date.
    2. By registering a name you agree to keep Stratagem and its associated companies and its Directors fully and effectively indemnified at all times against action brought about by any person, persons or company against you in using the name. You will assume liability and costs for any such action and release Stratagem and its associated companies should any such situation arise.
    3. Any registered domain can be used for any legal, decent and honest use on the Internet and must not breach any of the laws of England and Wales. The name cannot be used for any immoral or pornographic use. The registrant agrees to have read and accepted the Terms and Conditions of the appropriate domain registry before ordering a domain name for registration by Stratagem. By registering a .uk domain name, you enter into a contract of registration with Nominet UK on the following Terms and Conditions (Nominet Terms and Conditions) This is a separate contract to any arrangement you may have with any third party for the provision of internet services.
    4. Stratagem shall not be liable for any indirect, incidental and/or consequential damages, including but not limited to loss of income, data, or information in the event of any failure to procure or renew any Domain Name, for whatever reason, either within, or outside the control of Stratagem, or any of their employees. Any refund relating to any failure will be limited to the amount of any charges made by Stratagem for that service
    5. Stratagem reserves the right not to register or assign any domain name for whatever reason.
    6. Stratagem reserves the right to delete, suspend or re-assign any domain name if payments have been defaulted upon and may at its discretion levy admin charges in re-establishing any domain or service thereof.
    7. Stratagem reserves the right to vary the rate charged for domain name registrations and renewals and/or modify the services offered by notice via its website of any cost or service changes.
    8. Domain transfer requests – provided all details are correct and procedures followed by the customer – should be carried out by Stratagem within 5 working days of receiving the customer’s email and the settlement of all outstanding invoices/balances and including the Domain Name transfer administration fee of £50 per domain name. Domain names transfers, either to an external company or to another company within the Client’s Group, incurs the Domain Name transfer administration charge. Non payment of the transfer administration fee, or any outstanding debt will mean the refusal of any Tag change request.