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“Agreement” means an agreement between the Company and the Client;
“Charges” means the charges as agreed under these T & C;
“Client” means the customer or any person authorized to avail to the services on costumer’s behalf.
“Company” means Rivoli, a division of Masterkey Computer Systems LLC.
“Input Material” means any material or content in any form provided exclusively by Client to Company for the purpose of the Services to be rendered by the Company;
“Output Material” means any material or content in any form being issued by Company in the context of Services rendered to Client;
“Server” means the computer server equipment operated or administered by Company in connection with the provision of the Services;
“Services” means domain name registration, web site hosting, email, web design, CD-ROM production, Micro-site production, online banner creative, online ad delivery and tracking services, online media buying, graphic design and any other service or facility provided by Company to Client;
All Clients ordering, accepting or using Services provided by the Company, are bound to the T&C set out below, irrespective of the mode or manner employed by the Client when ordering, accepting or using the Services.
No failure or delay by either party in exercising any of its rights under these T&C and/or an Agreement based thereon shall be deemed to be a waiver of that right, and no waiver by either party of any breach by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
The agreement between the Company and the Client will be entered into with the Client’s order and the Company’s appropriate confirmation. No order which has been accepted by the Company may be cancelled by the Client except with the agreement in writing of the authorized representative of the Company. The Client undertakes to indemnify the Company in full against all loss (including loss of profits), costs, damages, charges and other expenses incurred by the Company as a result of the cancellation.
The Company is entitled to suspend the Services if the Client does not adhere to any or several conditions as set out in the T&C or an Agreement based thereon.
The Company will use all reasonable endeavors to provide quality driven and reliable Services (as illustrated by the service breakdown within this site). In the event of a fault in Services provided, the Client must report the fault by telephone, fax or email to the Company on its registered address. Upon receipt of the fault report, the Company will promptly take all proper steps without undue delay to correct the fault reported in accordance with acceptable professional rules of conduct, and to uphold at all times the Client’s business interests for the purpose of retaining good business relations.
The Company shall not, in any event, be liable for interruptions to a Client’s web services caused by third party instances illustrated as such below…
- Downtime of hosting services which arise through Client purchased or managed hosting outside of Company’s jurisdiction.
- Malicious intent or actual damage caused to Clients website by internet attacks in any form, if Client has undertaken to purchase/manage hosting outside of Company’s jurisdiction.
- Internet related downtime caused by Telephone networks or internet service providers (ISPs) within Client’s locality or point of access.
- If the Client chooses to use any third-party services, site search facilities, chat room, email, web services, web hosting or search engines’ submission services, the Company cannot be held responsible for those third-party service commitments, quality or availability.
However the Company shall endeavor to advise the Client on all reasonable or technically related issues illustrated above, and the best avenues of action to be able to resolve these with the third party at no extra cost to the Client.
Web service interruptions.
From time to time Company may wish to undertake upgrades or maintenance to your web services to provide a better quality of product. If in doing so, the Company will endeavor to provide in most instances 24hrs notice prior to web change, this will include the estimated downtime period expected. Written acceptance of this notification must be supplied before the Company undertakes any or all changes specified to the Client.
Instances of interruption
- Temporarily suspend for the purpose of repair, maintenance or improvement, part or all of the Company’s Services.
- Give or update instructions regarding the use of the Service which in the Company’s reasonable opinion is necessary in the interests of safety, or to maintain or improve the quality of Services to the Client and any such instructions shall whilst they are in force, be deemed to form part of any Agreement.
- Vary in any or all ways the technical specification of Service for improved Company or Client operational reasons.
- Undertake domain renewals, transferals of registration, forwarding or redirections of domains.
- Instances of incoming Email management, including set up, forwarding, transferal of accounts, editing or deletion of accounts.
The Company will at all times endeavor to keep ‘downtimes’ or interruptions to your web service at a minimum. And you will be informed in writing as such. The Company aims to undertake any or all upgrades, repair or maintenance work with speed and at a time of the evening when public access to your web services are at their lowest.
- Client must not, nor must any other person, use the Services to send or receive any material which is offensive, abusive, indecent, obscene or menacing or in breach of confidence, copyright, privacy or any other rights or to cause annoyance, inconvenience or needless anxiety.
- For the avoidance of doubt, it is entirely the Client’s responsibility to ensure that all content is in line with laws of the UAE and/or the applicable laws of any other jurisdiction.
- Additionally, the Client will not misuse the Company’s services to illegally access a foreign network, including but not limited to cracking, hacking, portscans and denial of service attacks.
- Spamming, or the sending of unsolicited email, from a Company Server or using an email address that is maintained on a Server administered by the Company or from a domain name that is maintained on a Server or registered by the Company is strictly prohibited.
The Company retains the right to suspend Services immediately in the event of a breach or suspected breach by the Client of any of the terms and conditions contained herein.
The Company may discontinue Services if after 24 hours the Client continues to permit such illegal use. If the Company suspends Services in contravention of the above conditions of this clause, the Company can refuse to restore Services until it receives an acceptable assurance from the Client that there will be no further violations from the Client’s end.
The Company will assist the Client with the following;
- Assist the Client in the registration of the Client’s requested domain name with the appropriate authority.
- As often required for web services set up – handle all security sensitive data associated to the Client’s domain including account information, Client names and passwords in accordance with our confidentiality agreement and professionally recognized codes of conduct and data protection.
- Alert the Client should the Company find any issues associated with the services provided by the third party domain registration Company allowing the Client to take prompt action to assist the Company with upholding web services contracted out to Company by Client.
- Assit in such other services associated with management of a domain on Client’s behalf and specifically mentioned in engagement agreements.
- Advise Client if the domain name is due to expire.
The Company will not be responsible for the following;
- Not register or pay for registration of any Domain name for the Client. The Domain name(s) shall at all times be the sole property of the Client and managed as such by the Client.
- Providing warranty that the Client’s domain name is or will continue to be available for use.
- Renew Domain names registered in the Client’s name or associated in anyway with the Client.
- Other domain name(s) registered which conflicts with the Client’s domain name or which otherwise affects the Client’s use of their domain name and provisions of business services.
- providing warranty that the Client’s domain name will not infringe the rights of any third party.
- any claim against the Client in respect of refusal to register a domain name or cancellation of the domain name by the relevant naming authority.
- Shall be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute.
The Company is further authorized to take any measures to fulfil decisions made pursuant to the Uniform Domain Name Dispute Resolution Policy (“UDRP” accessible under http://www.icann.org/udrp/udrp.htm) rendered by an ICANN registered arbitral court.
The Client shall hold the Company, its assistants and affiliated companies harmless from any damage claims for complying with a decision of a national, international or arbitral court or competent authority.
Upon termination of any service agreements the Client has full right to exclusively use any visually created works if the use of such works has been remunerated upon and parameters of creative use have been established with the Company.
In any and all cases the Client is not permitted to resell or grant use of such creative works to any third party outside of the established and intended business use of creative collateral built and agreed upon prior to hand over. The Company grants to the Client only a non-exclusive worldwide right to use the works for the particular business purpose defined in the business use terms of the agreement.
All creative work handed to the Client as part of any project and agreement with both parties becomes the Client’s property upon completion and remuneration. The Company retains the right to use Client’s creative work for the purposes of Company promotion in such cases as publicly demonstrating previous projects undertaken or as part of Company’s portfolio/exhibition unless specifically specified in writing by the Client or if the Client’s work is of a highly secretive or sensitive nature.
In the case of input material the following applies
- The timely and organized delivery of input material in a comprehensible manner is the sole responsibility of the Client. This includes but is not limited to the proper format of the Input Materials for the particular services.
- Company requires that Input materials for projects undertaken shall be delivered by Client to the Company at least 10 working days before the scheduled live publication. Or 5 working days before the initiation of long lead time delivered project (defined as being over 6 weeks before scheduled release).
- The Company is entitled to decline publication of the Client’s materials if there is reasonable suspicion that the material and/or its dissemination would infringe upon the applicable law of any/all states or by governmental or royal decree.
- Any or all Input Material shall belong to the Client.
- Any Output Material shall, unless otherwise agreed in writing between the Client and the Company, belong to the Company, subject only to the right of the Client or to use the Output Material for the purposes of utilizing the specified Services.
- All input material from the Client will be kept confidential by the Company.
- Wherever possible, royalty free or public domain images may be used in the design of the Client’s website. Any conflict between an unknown author of such images and publication of said images on the site will be the full responsibility of the Client.
- The Client shall at its own expense supply the Company with all necessary documents or other materials, and all necessary data or other information relating to the specified Services, within sufficient time to enable the Company to provide the specified Services in accordance with the Agreement.
- The Client shall at all times ensure the accuracy of all Input Material.
- The Client shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. The Company shall have no liability for any such loss or damage, however caused of input material.
The Client shall indemnify the Company and keep the Company indemnified and hold the Company harmless from and against any breach by the Client of these T&C and any claim brought against the Company by a third party resulting from the provision of Services by the Company to the Client and the Client’s use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by the Company in consequences of the Client’s breach or non-observance of the T&C and/or any Agreement based thereon.
The Client acknowledges that the Company has no control over the information transmitted via the Service and that the Company does not examine the use to which the Client puts the service or the nature of the information the Client sends or receives. The Company hereby excludes all liability of any kind for the transmission or reception of information of whatever nature. The Company is authorized to remove any content or materials, delete email accounts or messages if it will be informed on a Client’s possible breach of law or of these Terms and Conditions.
The Company undertakes no liability whatsoever for the acts or omissions of other providers of telecommunication service or for faults in or failures of their apparatus.
The Company is not in any way liable for loss whether direct or indirect of business, revenue or profits, anticipated savings or wasted expenditure, corruption or destruction of data or for any indirect or consequential loss whatsoever.
The Company makes no warranty as regards to its Services or equipment and will not be responsible for any damage allegedly suffered or claimed by the Client for any reason including but not limited to loss of data and service interruptions.
The Company shall not be liable to the Client by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms and conditions of the Agreement, for any indirect special, or consequential loss of damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Services or their use or resale by the Client. The Company’s total aggregate liability to the Client for any claim in Contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by the Client in respect of the Services, which are the subject of any such claim.
The Company warrants to the Client that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the T&C and any Agreement based thereon.
The Company shall not be liable to the Client or be deemed to be in breach of the T&C or any Agreement based therein by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to a cause beyond the Company’s reasonable control.
The Company reserves the right to increase the Charge of Services at any time to reflect any increase in the costs to the Company due to any factor including but not limited to any increase in the costs of labour, materials or other costs or increases in price by those who supply the Company with Services or due to any change in delivery date or any delay caused by any instruction of the Client or the failure of the Client to give the Company adequate information or instruction.
Unless specifically varied in writing by the Company, the following payment terms shall apply:
(a) All Charges quoted are exclusive of VAT (if applicable) and to the extent that VAT is chargeable in respect of any Services supplied by the Company, VAT at the rate in force at the time of supply should be added to payments otherwise due;
(b) pro-forma accounts will be rendered calendar monthly and/or on completion of the services provided unless agreed differently by Company and Client and recorded as such;
(c) invoices on delivered services will be sent to the Client in electronic format unless otherwise agreed;
(d) All Charges payable by the Client for the Services shall be in accordance with the scale of charges and rates provided by Company from time to time and shall be due and payable 30 days after the date on the invoice to Client.
Without prejudice to the Company’s other rights and remedies, if any sum payable is not paid on or before the due date, the Company shall be entitled forthwith to:
(a) Cancel any agreement between the Company and the Client after sending a reminder requesting the Client to initiate the payment within a specific time frame;
(b) Suspend the provision of Services to the Client;
(c) charge to the Client interest on the amount unpaid at the rate of 5% per month until payment in full is made (a part of a month being treated as a full month for the purposes of calculating interest);
(d) Recoup the cost of any third party agents incurred should any action be undertaken to obtain settlement of the account.
(e) If either party decide to cancel the agreement for whatever reason, Rivoli is entitled to keep a minimum of 30% of the total project cost to cover expenses.
The Client continues to be liable to pay all Charges, which are due for Services during any period in which Client do not comply with these T&C or an Agreement based thereon.
On termination of an Agreement between the parties or suspension of the Services the Company shall be entitled immediately to suspend access to the Server and to remove all data located on it. The Company shall be entitled to delete all such data but may, at its own discretion, hold such data for such period as the Company may decide to allow the Client to collect it at its expense, subject to payment in full of any amounts outstanding and payable to the Company.
If the Company waives a breach of Agreement by the Client, that waiver is limited to the particular breach. Any delay by the Company in acting upon a breach is not to be regarded in itself as a waiver.
Either party on giving at least 30 days notice to the other may terminate an Agreement under these T&C. Upon notice from the Company to the Client, the Client shall pay all charges up to the expiry of the notice. If the Client gives notice, the Client shall pay all charges until 30 days after the date the Company receives the notice or until expiry of the notice, whichever is the latter. The Client’s notice does not avoid any other liability for Services already provided. Annual recurring Services require cancellation by the Client and the Company reserves the right to charge annually for the provision of these Services unless the Company has received from the Client written instruction to terminate these Services.
14.2 If any provision of these T&C is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these T&C and the remainder of the provision in question shall wherever possible remain in full force and effect.
14.3 The performance and construction of these T&C and any agreement based thereon shall be governed by and construed in accordance with the laws of the United Arab Emirates.
14.4 In the event of any dispute arising out of or in connection with the T&C or any Agreement based thereon, including any question regarding its existence, execution, validity or termination, the parties shall negotiate with each other in good faith to reach a satisfactory resolution of such dispute. If they do not reach such a resolution within thirty (30) days after the commencement of such dispute, then the dispute shall be referred to and finally resolved by arbitration under the Dubai International Arbitration Centre (“DIAC”) Rules, which rules are deemed to be incorporated by reference into the T&C. The number of arbitrators shall be one (1). The parties shall seek to nominate an arbitrator, failing which the arbitrator shall be selected by the DIAC. The seat, or legal place, of arbitration shall be in Dubai, UAE. The language to be used in the arbitral proceeding shall be English. The arbitral tribunal shall apply the substantive laws of the UAE.
14.5 These T & C constitute the entire agreement between the Company and Client regarding the provision of Services, superseding any prior agreements between Company and Client.
14.6 If any provision of these T&Ce shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these T&C and shall not affect the validity and enforceability of any remaining provisions.