(1) All Church123 services are provided by BlueberryTwist Ltd.
(2) BlueberryTwist Ltd a private limited company (hereafter referred to as ‘BBTwist’) registered under number 04254052 whose registered office is at Unit 5, Linkside, New Malden, Surrey, KT3 4LA, UK; and
(3) You ("the Client") who has requested BBTwist to carry out certain services relating to the Internet or multimedia and BBTwist has agreed to provide those services on the terms set out in these terms and conditions.
1. (1) In these Conditions:
"Agreement" means the registering for Church123 services to which these terms and conditions relate.
"Acceptance Date" means the date that BBTwist set up an account for the Client
"Documentation" means the instruction manuals, technical literature, user guides and other information supplied with the services under the terms of the Licence.
"Initial Term" means the initial period of the Agreement, normally 12 months.
"Intellectual Property Rights" means all or any of the following:
(a) know-how which shall mean all of the technical knowledge and expertise of BBTwist which is not in the public domain and which relates to the Software and the Services; and
(b) all BBTwist's copyright, design rights or other intellectual property rights in the Software and Services subject always to the Client's rights under clause 10(2) and any third party rights in the same.
"Licence" means a licence of the Software in the terms set out in clause 9.
"Renewal Date" means the date 30 days prior to the date on which the Initial Term expires.
"Services" means the Internet, intranet and multimedia services, and other related services, together with any ancillary services such as hosting, technical support and training.
"Software" means BBTwist's software, including software owned by third parties which BBTwist is entitled to use, enabling the Client to access the Services including such modifications or alterations thereto as may be made by BBTwist from time to time.
"Specification" means the description of the Services
"Working Hours" means the hours between 1000 and 1600 on Monday to Friday (excluding Bank Holidays, Christmas break and other holiday periods).
1. (2) In these terms and conditions where the context so admits words importing the singular shall include the plural and vice versa.
2. (1) BBTwist will provide Services during Working Hours in accordance with these terms and conditions and with the Specification. In the case of the Services described in clause 5, the additional special provisions in those respective clauses shall also apply.
2. (2) These terms and conditions shall be entered into without prejudice to any other agreements entered into by BBTwist and its other customers in respect of the provision of Services.
2. (3) BBTwist shall use reasonable endeavours to notify the Client of any delay in the estimated delivery of the Services and to provide a revised estimated time of delivery to the Client. Time is therefore not of the essence under these terms and conditions. Where the reasons for the delay are other than those covered in Clause 6(7), the Client shall have the right (within 14 days of the date of receipt of the notification) to advise BBTwist in writing that it intends to terminate the Agreement. Such termination will then take effect 6 months from the date of the Client so advising BBTwist. On such termination the Client's liability to BBTwist shall be limited to reimbursement to BBTwist of all costs, charges and expenses (and of any cancellation charges of BBTwist's sub-contractors or suppliers) up to the date of termination. If no such notification is given, the Agreement shall be deemed to include any such revised delivery schedule.
3. (1) The Client is fully responsible for the content of the pages within their Church123 web site.
3. (2) The Client is responsible for appropriate care of their username and password. BBTwist are not responsible for any problems occurring where the Client has left themselves logged in, or where the username and password has been used without authorisation.
3. (3) The Client is responsible for regularly checking their Church123 web site to ensure that everything is working correctly and that they are happy with the content.
3. (4) Images supplied in the public library are for sole use within sites created and hosted with Church123.
4. (1) BBTwist will aim to backup all Church123 web sites on a monthly basis. In case of hardware failure or other problem that causes the server to fail BBTwist will be able to restore to the last backup point.
4. (2) The client undertakes:
4. (2) (a) to have their own copies of information (including but not limited to text and images) and not rely on the web site for storage of important data.
4. (2) (b) to give BBTwist reasonable time to perform backups and restores as and when necessary.
4. (2) (c) to virus check (with a modern up-to-date virus killer) any files they upload to the Church123 system.
5. (1) Subject to the terms of this Agreement, BBTwist agrees to take reasonable steps to ensure that the Services are provided continuously to enable the Client to use the facilities 24 hours a day, 365 days a year. However BBTwist reserves the right to interrupt or suspend the Services for the purposes of routine maintenance (including preventative maintenance) and for the purposes of further developing the Church123 services. Wherever possible BBTwist shall post a notice on the administration site in advance of interruption of services.
5. (2) BBTwist undertakes to be the first point of contact if there is a Service fault and aims to advise the Client of the nature of the fault and the procedure for its resolution within 4 Working Hours of notification being received by BBTwist staff from the Client.
5. (3) Faults which are the responsibility of the Network Provider will be notified to the appropriate Network Provider without undue delay and BBTwist will take reasonable steps to ensure that each Network Provider performs to its required service level; but BBTwist shall not be responsible for any faults arising from the acts or omissions of the Network Provider.
5. (4) The Client accepts that these services may be affected by events beyond BBTwist's reasonable control, such as (but not limited to) third party use of the network and agrees that BBTwist shall have no liability in respect of such events.
5. (5) BBTwist gives no warranty whatsoever as to the quality of information received by the Client through the Service.
5. (6) BBTwist reserves the right to take action, as it sees appropriate, if BBTwist reasonably believes that the Client is making unlawful or malicious use of the Service or that the Client's use of the Service is likely to result in civil or criminal liability attaching to BBTwist.
5. (7) Some parts of the service are reliant on 3rd party providers. If the terms of provision of their service to BBTwist change this may need to be reflected within the BBTwist package.
6. (1) This Agreement contains express warranties, undertakings and obligations on the part of BBTwist. All other statutory, implied, collateral and other conditions, representations and warranties are excluded insofar as permitted by law. Nothing herein shall exclude or limit BBTwist's liability for death or personal injury caused by its negligence.
6. (2) BBTwist provides a Warranty as follows:
6. (2) (a) that it has the unencumbered right to grant the Licences of the Software granted under the Agreement;
6. (2) (b) that it shall provide the Services and the Software with reasonable skill and care, to the description set out in the Specification;
6. (2) (c) that the Software will provide the facilities and functions set out in the Specification.
6. (3) BBTwist further warrants that it shall at its own expense make good any defects in the Software which are in breach of its warranties in clause 6(2) during a period beginning on the Acceptance Date and ending 60 days after that date provided that the Software has been used in accordance with the Documentation and the Licence.
6. (4) Clause 6(3) shall not apply if the Software has been subject to damage or abuse or alteration of any kind or if the defects are caused by computer hardware, computer operating systems or the use of the Software in conjunction with software other than the Software. In respect of any other error or defect in the Services provided under the Agreement and notified to BBTwist in a detailed notice in writing within 14 days of the notification of completion BBTwist agrees that it will make reasonable resources available free of charge to investigate the error or defect and endeavour to rectify it.
6. (5) The Services are supplied by BBTwist on the basis that they are for the sole use of the Client for the agreed purposes as set out in the Specification. If the Client divulges any information provided as part of the Service to any third party, the Client indemnifies BBTwist against any loss and liabilities whatsoever which BBTwist may incur, either at common law or by statute, in respect of any loss or damage suffered by that third party by reason of any such information.
6. (6) In no circumstances shall BBTwist be liable in contract or tort (including negligence) or otherwise, whatever the cause:
6. (6) (a) for loss of data or information;
6. (6) (b) for any loss of income, loss of use, business, contracts, revenues or anticipated savings; or
6. (6) (b) for any special indirect or consequential damage of any nature whatsoever;
arising out of the provision by BBTwist of the Services, or of any error or defect therein, or of the performance, non-performance or delayed performance by BBTwist of the Agreement.
6. (7) BBTwist shall not be liable to the Client or be deemed to be in breach of the Agreement for any delay or failure in providing the Services if the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control including (but not limited to):-
6. (7) (a) Service interruptions;
6. (7) (b) theft or malicious damage;
6. (7) (c) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of BBTwist or of a third party);
6. (7) (d) difficulties in obtaining raw material, labour, equipment or defaults or suppliers or sub-contractors for any reason whatsoever;
6. (7) (e) Act of God, explosion, flood, lightning, hurricane, fire or accident;
6. (7) (f) war, hostilities (whether declared or not), sabotage, insurrection, civil disturbance or requisition;
6. (7) (g) power failure or breakdown in machinery; or
6. (7) (h) failure by the Client to supply BBTwist with adequate information required to enable BBTwist to perform the terms of the Agreement.
6. (8) If, notwithstanding the foregoing, liability attaches to BBTwist then the amount recoverable by the Client or any person claiming through the Client in respect of any and all breaches by BBTwist shall be limited to the reasonable cost of remedying the defect or other matter constituting such breach (and BBTwist shall first be afforded the opportunity of carrying out the remedial work at its own cost). In no circumstances whatsoever shall BBTwist's liability to the Client exceed the value of the amounts payable under the Agreement.
6. (9) BBTwist provide a ‘no quibble’ money back guarantee. If during the first six months of use of the system a Client is for any reason unhappy with the system they can receive a full refund of that year’s subscription.
7. (1) Any request for Services submitted by the Client must be accurate and the Client must give BBTwist all necessary information relating to the Services within a sufficient time to enable BBTwist to perform its obligations under the Agreement and these terms and conditions.
7. (2) If the Client wishes to cancel the services they may do so at any time. A partial refund for time remaining will be given at the discretion of BBTwist dependent on the circumstances. BBTwist may if they feel the Client has not received satisfactory service give a full refund for that year. BBTwist will not be liable for any amount beyond the total paid for the current 12 month period of service. On cancellation of services BBTwist will aim to delete the web sites relating to that Client within 30 days of notice.
7. (3) The Client will be responsible for all graphic design, information or artwork that it requires to be incorporated within the their Church123 web site. The Client agrees that the fee for the services does not include such items.
7. (4) The Client agrees that it shall:
7. (4) (a) not describe itself as agent or representative of BBTwist;
7. (4) (b) not assign, charge or otherwise deal with this Agreement without the prior written consent of BBTwist;
7. (4) (c) only use the system in relation to a church or organisation that agrees with the Nicene creed. Any use for purposes other than this would result in termination of the account without refund.
7. (4) (d) ensure that any facilities or Services provided under the Agreement are compatible with the Client's existing hardware and software environment. BBTwist can advise how to upgrade to make systems compatible.
7. (4) (e) indemnify and keep indemnified BBTwist against any and all claims, demands, loss, damage or liability (whether criminal or civil), legal fees and costs incurred as a result of:-
7. (4) (e) (i) material used by the Client in respect of the Services, including the chosen domain names (if any);
7. (4) (e) (ii) any use made of a web site or Internet facilities by the Client or any third party;
7. (4) (e) (iii) any material placed by any person on a web site or other Internet facility provided under the Agreement.
7. (4) (f) not abuse the system by creating an excessive number of pages which do not help promote the church.
7. (4) (g) not abuse the system by attempting to hack, crack, or otherwise tamper with the system in any way.
7. (4) (h) not sell or resell space within its web site
7. (4) (i) not permit anything on their site that would be generally considered offensive to churches (as deemed by BBTwist)
7. (4) (j) not use the site for promotion of illegal activities (under
7. (4) (k) not be negative about other Christian activities, organisations or churches on its web site.
7. (4) (l) have no grounds for complaint if BBTwist suspends or terminates their account, or if BBTwist removes Client’s pages for any of the above reasons.
8. (1) In consideration of the provision of the Services, the Client shall pay to BBTwist the charges set out in the services page on the main Church123 web site (www.church123.com/services.htm) plus any VAT payable thereon.
8. (2) On renewal of the Agreement under clause 11(1). BBTwist shall notify the Client of any increase or decrease in the Charges in line with its current price list.
8. (3) The Client shall pay the Charges due under the Agreement in full without any discount, deduction, set off or abatement unless provided by BBTwist.
8. (4) If the Client fails to make payment on the due date then, without prejudice to any other right or remedy available to BBTwist, BBTwist shall be entitled to cease provision of the Services forthwith and to charge the Client compound interest on the amount unpaid, at the rate of 1 per cent per annum above Barclays Bank base rate from time to time, accruing from day to day, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
9. (1) BBTwist hereby grants to the Client a non-exclusive Licence to use the Church123 web site editing system during the term of the Agreement.
10. (1) Where any bespoke development work is to be carried out by BBTwist at the Client's request, then (in the absence of any agreement otherwise) the arising intellectual property rights will remain with and be the absolute property of BBTwist. BBTwist grants to the Client a non-exclusive perpetual licence worldwide to the Client in respect of such intellectual property rights.
10. (2) The Client may provide certain design work for custom templates to BBTwist which BBTwist may incorporate into the Software and the Service. The property rights for images used in such items shall remain with the Client at all times.
10. (3) Subject to clause 10(2), the Intellectual Property Rights in the Software, the Documentation and the Services shall vest solely in and remain with BBTwist. Nothing in this clause shall be taken as an assignment of any copyright or other intellectual property rights in any works produced by the Client, whether arising as a result of BBTwist providing the Services or otherwise, and it is hereby agreed that such works shall at all times remain vested in the Client.
10. (4) The Client undertakes that it will not:
(a) itself supply to a third party any part of the Software, the Documentation, information, data, report or other material provided to the Client by BBTwist pursuant to the Agreement; or
(b) make any copies of such material other than for internal use unless BBTwist has given its prior consent in writing to such supply or copying. The Client will, however, be entitled to make such copies of the Documentation as it requires for internal use only; or
(c) modify, merge or combine the whole or any part of the Software or the Documentation with any other software or documentation;
(d) adapt, translate, reverse engineer, decompile or disassemble the whole or any part of the Software except as permitted by law.
10. (5) Each party shall promptly and fully notify the other of:
10. (5) (a) any actual, threatened or suspected infringement of the Intellectual Property Rights or of the intellectual property rights described in clauses 10(1) and 10(2) which comes to its notice; and
10. (5) (b) any claim by any third party coming to its notice that the promotion or licensing of the Software infringes the right of any other person and each party shall, at the request and expense of the other, do all such things as may be reasonably required to assist the other in taking or resisting any proceedings in relation to any infringement or claim referred to in this clause.
11. (1) (a) Subject to clause 11(1)(b) of these terms and conditions, the Agreement shall commence on the day the account is set up and shall thereafter continue for the period specified in the Specification.
11. (1) (b) In the case of Services which are to be provided for an indefinite duration, the Client must notify BBTwist by the Renewal Date if the Client wishes the Agreement to terminate on the expiry of the Initial Term. If no such notification is given, the Agreement will continue in full effect for successive periods of 12 months and the same renewal procedure will apply at the end of that 12 month period as if it were the Initial Term.
11. (1) (c) To ensure continuity of service domain names managed by BBTwist are renewed prior to their expiry dates. If the Client wishes to cancel a domain name they must give advance notice before the domain is renewed otherwise the normal domain renewal fees will be applicable. If the Client wishes to transfer a domain away from BBTwist any outstanding charges for domain renewals must be paid in full (normally before the domain is transferred to the Client's control). Domains ending .uk are normally renewed for a two year period up to 6 months before the expiry date, other types of domains may be renewed for longer periods prior to their expiry.
11. (2) Either party may by written notice terminate the Agreement forthwith if:
11. (2) (a) the other party shall be in material breach of any of these terms and conditions and which are not remedied by that party within 30 days of a notice from the innocent party specifying the breach and requiring its remedy; or
11. (2) (b) the other party has a petition presented for its winding up or for an administration order to be made in respect of it, resolves to wind itself up (other than for a solvent reconstruction or amalgamation), has a receiver or administrative receiver appointed over the whole or any part of its assets, enters into an arrangement or composition with its creditors or has a bankruptcy order made in respect of it.
11. (3) Any termination of the Agreement for any reason shall not affect any rights or liabilities which have accrued prior to the date of termination.
11. (4) On termination howsoever or whenever occurring the Client shall pay to BBTwist all the Charges, expenses (including legal and other fees incurred), and all arrears or other payments arising in respect of the provision of the Services under these Conditions in addition to any other rights and remedies BBTwist may have against the Client.
11. (5) On termination, BBTwist will aim to remove the Church123 web site relating to the Client within 30 days.
12. (1) Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office, principal place of administration or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Any such notice shall be deemed to be served on the third day after posting or if sent by facsimile transmission on receipt.
12. (2) Failure or neglect by BBTwist to enforce at any time any of these Conditions shall not be construed nor shall be deemed to be a waiver of BBTwist's rights hereunder nor in any way affect the validity of the whole or any part of these Conditions nor prejudice BBTwist's right to take subsequent action.
12. (3) No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Client and BBTwist.
12. (4) If any provision of these Conditions is held by any competent authority to be unlawful, invalid or unenforceable, in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby and shall continue to be valid and enforceable to the full extent permitted by law.
12. (5) The Agreement and these Conditions shall be governed and construed in accordance with English law and BBTwist and the Client agree to submit to the exclusive jurisdiction of the English courts in the event of any disputes.
12. (6) The Agreement shall take effect in substitution for all previous agreements or arrangement whether written, oral or implied between BBTwist and the Client relating to the subject matter of the Agreement and all such agreements and arrangements shall hereby be deemed to have been terminated by mutual consent.
12. (7) The Client shall not assign, sub licence, transfer, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of BBTwist.
12. (8) The Client permits BBTwist and its subsidaries to use cookie technology throughout the website as necessary. Generally speaking cookies are not used on public areas of websites BBTwist provide and tend to be needed for backend administrative functions such as web page editors etc. Therefore most sites we create do not need to contain disclaimers about cookies from the perspective of visitors coming to the website.
13. BBTwist aim to provide the following:
13. (1) A web site creation system which allows the Client to update their site using the administration functions.
13. (2) A range of professionally designed templates for use with the Client’s pages.
13. (3) As many pages as are needed by the church to make their web site.
13. (4) Technical support during 10am-4pm Monday to Friday (except during holiday periods), by phone or email.
13. (5) Ability to upload images from the client's computer to their online image library, with automatic optimisation.
13. (6) Formatting options for text within pages, using Bold, Italic, Underlined.
13. (7) Ability for paragraphs to be aligned left, right or centred.
13. (8) Web sites that can be viewed by the vast majority of web users, including all the major browsers .
13. (9) Appropriate computing systems to provide data to the Internet and permit access to editing.
13. (10) An online image library allowing the Client to use images without always having to upload.
13. (11) Search engine registration with the major engines supporting user submissions.
13. (12) Regular site backups in case of server failure.
13. (13) Editing the site requires a computer with Internet access.
13. (14) Any free trial of the system has no obligation for the user to continue after the end of the free period.
13 (15) The 12 month period for the agreement starts from the day the Client’s account is first used, and is renewed every twelve months after that. If the client is initially taking a 30 day free trial the first 12 month period starts from the last day of that trial or when payment to activate the service is received (whichever is earlier). A Client can check the date/period of their license agreement by checking their invoice or online in the private information area in the web site editor console.
14. (1) No company or individual that provides Internet Services or Websites (or individual who works for or advises such a company) may use the free trial without prior written permission from BBTwist. Neither may a representative of such a company ask others to use the Services to gain any insights into the systems and business practices of BBTwist.
14. (2) If any breech of clause 14. (1) occurs then that company or individual agrees they will pay BBTwist 15% of the total company's annual income from that day forth until the company ceases to undertake Internet and website related activities. In the case that a company breeches clause 14. (1) in the event that the company is sold, closes, liquidates or ceases trading then BBTwist may, at their discretion, become the new full and legal owners of all domain names previously owned by said company. In the case of sale the 15% annual liability must be passed to the new owners.