This page describes the terms of service for our online services, and form part of our contract with you for providing the services. It references and includes our Privacy Statement.
Use the buttons below to access different elements of the terms.
Out of the Hat Ltd – Standard Terms and Conditions
V2018 effective as of 09 May 2018
1.1 The terms used in this Agreement shall be defined as follows:
Out of the Hat Website
Means a domain and sub domains of the website www.ooth.co.uk as owned and operated by Out of the Hat.
Out of the Hat
Means Out of the Hat Ltd (Company Number 4041890), whose registered office is at, 32 The Ridings, Keyworth, Nottingham, NG12 5EF, and its employees, agents or sub-contractors (as appropriate).
Means any agreement between Out of the Hat and the Customer under which Out of the Hat provides services to the Customer including any schedules as referenced.
Means a service as defined on Out of the Hat Website from time to time or included on any Customer Service Order.
Means any and all fees which Out of the Hat may charge to the Customer for any Service or associated services provided or due pursuant to this Agreement or otherwise.
Means these terms and conditions, and those incorporated by reference.
Means a person nominated by the Customer and retained by Out of the Hat as a Customer contact.
Means any Website of the Customer which is the subject of Hosting and Internet Services
Means the customer to whom Out of the Hat has agreed to provide the Services and whose details appear on the Service Order, in addition to all employees, agents, subcontractors thereof.
Domain Name Services
Means the processing of Orders with the Relevant Naming Authority on the Customer’s behalf and such additional services as may be agreed between the parties.
Hosting and Internet Services
Means Shared Hosting, Web-Hosting, Email Services, rental of associated IP Addresses and as provided for in the Web Hosting Terms and Conditions.
Means The Internet Corporation for Assigned Names and Numbers. ICANN is an internationally organised, non-profit corporation that has responsibility for Internet Protocol (IP) address space allocation, protocol identifier assignment, generic (gTLD) and country code (ccTLD) Top-Level Domain name system management, and root server system management functions.
Intellectual Property Rights
Means any and all trade marks, rights in designs, get-up, trade, business or domain names and patents in each case, future copyrights (whether registered or not and any applications to register or rights to apply to registration for any of the foregoing) rights in inventions, know-how, trade secrets and other confidential information and all other intellectual property rights of a similar or corresponding nature that may now or in the future subsist in any part of the world.
Minimum Contract Period
Means the contract duration for which the Customer agrees to subscribe to the services, as specified within the Customer Service Order.
Normal Office Hours
Means, Monday to Friday 0930 till 1730 excluding all public holidays, or other times as notified to Customers on the Out of the Hat Website or otherwise.
Means the Customer order form and any associated electronic customer sign up pages relating to Services supplied by or on behalf of Out of the Hat prior to the commencement of the Agreement.
Means the Customer’s application for the Services.
Means the appointed organisation that has been granted the right to maintain the authoritative database of registrations for the respective domains.
Relevant Naming Authority
Means Nominet UK for UK domain names, ICANN for international domain names and .TV Corporation for .TV domains and/or other relevant authority as appropriate.
Means any service provided by Out of the Hat to the Customer under this Agreement.
Means Out of the Hat Website accessible at https://ooth.co.uk or such other address as Out of the Hat may notify the customer from time to time in its sole discretion.
Means written or electronic communications by authorised personnel on behalf of Out of the Hat
- 1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
- 1.3 Where relevant words denoting a singular reference shall include the plural and vice versa and words referring to an individual shall include bodies corporate, unincorporated associations as appropriate and vice versa.
- 1.4 Reference in these Conditions to any statutory provision shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
- 1.5 Reference to clauses and schedules in these Conditions are references to clauses and schedules to this Agreement.
2. Conditions of Service
- 2.1 Out of the Hat employees or agents are not authorised to make any representations concerning the Services unless confirmed by Out of the Hat in Writing. In entering into the Agreement the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
- 2.2 Any advice or recommendation given by Out of the Hat to the Customer as to the storage, application or use of the Services which is not confirmed in Writing by Out of the Hat is followed or acted upon entirely at the Customer’s own risk, and accordingly Out of the Hat shall not be liable for any such advice or recommendation which is not so confirmed.
- 2.3 The Customer warrants that there are no representations outside of this Agreement that have induced it into the Agreement and that this Agreement represents the entire understanding between the parties for the provision of Services. All other terms and conditions express or implied by statute or otherwise are hereby excluded to the fullest extent permitted by law.
- 2.4 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Out of the Hat howsoever generated shall be subject to correction without any liability on the part of the Out of the Hat.
- 2.5 This Agreement and reference documents agreed in Writing by Out of the Hat Ltd supersede any terms as purported by the Customer in any negotiation or course of dealings between Out of the Hat and the Customer.
- 2.6 Out of the Hat may amend the terms and conditions contained herein including any and all Charges, and any such amendment will be communicated to the Customer in Writing at least 30 (THIRTY) days prior to the implementation of the amendment. In the event that the Customer is a consumer, they may be entitled to terminate this Contract at any time up until any amendments are put into force. In the event a Customer places a further Order or continues to use the Services following the implementation of any amendment they will be deemed to have accepted such amendment unconditionally.
3. Out of the Hat Obligations
- 3.1 Out of the Hat will provide internet connectivity for Services as agreed within the Service Order for the duration and under the terms of this Agreement.
- 3.2 Out of the Hat will provide technical support services as defined herein or within any Service Order for Services of the Customer.
- 3.3 Should the Customer submit any Order or undertake any activity within the provision of Services in such a way as in Out of the Hat sole opinion expose Out of the Hat to the risk of legal or other proceedings, regardless of locality or remoteness or expose Out of the Hat to loss of any kind Out of the Hat reserves the right to refuse any Order submitted, suspend or cancel any services or take any other action as in its sole discretion it sees fit to undertake.
- 3.4 Out of the Hat will adhere to all relevant Data Protection legislation in relation to personal details that the Customer may provide from time to time, and associated information will be managed according to Out of the Hat Privacy Statement. Where Out of the Hat is a data processor, the Customer agrees that Out of the Hat is under no obligation to edit, review or otherwise modify any information provided by or behalf of the Customer, except where Out of the Hat has not provided systems to enable the Customer to undertake this activity themselves.
- 3.5 Further to clause 3.4 above, in order to safeguard Out of the Hat interests and that of its other customers, Out of the Hat reserve the right without limitation to forward and provide contact details and other related Customer information on to the police, other regulatory authority or to any third party where so requested to do so or in the event that Out of the Hat be made aware of any circumstance concerning the Customer’s use of Services provided which is deemed by Out of the Hat inconsistent with this Agreement or normal user activity.
- 3.6 In the event that Out of the Hat makes software available that has been designed and manufactured by a third party, the Customer’s use of the software is licensed to the Customer pursuant to separate third party terms, and the Customer unequivocally agrees that he has been afforded the opportunity to review any associated third party license and agrees to comply in full with its respective conditions. Out of the Hat does not endorse any software made available, and the client holds Out of the Hat harmless for its use and applicability.
4. Customer Obligations
- 4.1 The Customer agrees to pay all charges levied by Out of the Hat by the invoice due date.
- 4.2 The Customer agrees to a Minimum Contract Period for the relevant Services obtained.
- 4.3 The Customer agrees to abide by the regulations set forth in this Agreement.
- 4.4 The Customer agrees not to use Services under the provision of the Agreement in methods that may violate any governing laws, regulations or other treaty as may be applicable to the activities undertaken. Furthermore, the Customer agrees that they themselves are solely responsible for all actions and activities which utilise their accounts or associated connections or services provided by Out of the Hat.
- 4.5 The Customer acknowledges and agrees specifically to the limitations of liability and associated disclaimers contained herein unequivocally.
- 4.6 The Customer, directly or indirectly alone or in association with others specifically agrees and warrants that they shall;
- 4.6.1 Not attempt, nor reverse engineer, de-code or in any way disassemble any software provided by Out of the Hat in relation to the provision of any Services;
- 4.6.2 Not use any technology provided by Out of the Hat or any Services to relay, send, upload, post or receive replies to any unsolicited or unauthorised e-mail messages, mobile phone or data message or any other form of messaging, promotional materials, junk mail, spam, chain letters or other forms of solicitation;
- 4.6.3 Not enter any incorrect or incomplete name, address, email address or other requested details or other details on an Service Order or otherwise enter information with the intention to obscure a Customer’s identify. The client also acknowledges that it is the Customer’s sole responsibility to notify Out of the Hat of any changes to its details and ensure that those are furnished to Out of the Hat to ensure the accuracy of its records;
- 4.6.4 Not procure any order for service that it knows or should (after reasonable enquiry) have discovered infringes or might reasonably be considered to infringe the Intellectual Property Rights of others;
- 4.6.5 Not use the Services in any way that may be reasonably construed to infringe the rights of any third party, including but not limited to trade mark infringement, copyright infringement, passing off and defamation;
- 4.6.6 Not advertise any Website or domain or product or service offered by or through an alternative customer Website or domain hosted by Out of the Hat using unsolicited or unauthorised means including junk mail, spam, chain letters or any other form of solicitation;
- 4.7 The Customer warrants to Out of the Hat that it has assessed the risk of using the Services, understands the liability and warranties contained within the Agreement and has given due consideration to the purchase of adequate insurance. The Customer further warrants that where applicable it has in place and will continue to maintain through the provision of this Agreement adequate liability insurance covering damage in accordance with and appropriate to the nature and extent of its business activities, including but not limited to, damage to Out of the Hat facilities or clients thereof or theft, physical damage, business interruption, consequential loss or any other Internet and commercial liabilities that may be relevant from time to time.
- 4.8 The Customer acknowledges that the Internet is not guaranteed to be a completely secure medium for communications, and, whilst Out of the Hat has taken steps to safeguard the security of relevant information Out of the Hat cannot be held responsible for any damages the Customer may suffer as a result of a loss of confidentiality (or other effect on information or data) utilised on the Internet.
- 4.9 The Customer shall at its own expense apply for and possess and maintain any authorisation, license, registration and/or other permit which is required to enable it to conduct its respective business and to the use of the Services. The Customer is required to comply with any conditions contained within any license or agreement (in so far as any requirement does not conflict with this Agreement) and shall keep Out of the Hat fully indemnified in the event of non-compliance.
5. Security Obligations of the Customer
- 5.1 The Customer shall utilise all Services in Accordance with Out of the Hat Acceptable Use Policy.
- 6.1 The Customer agrees to pay to Out of the Hat the Charges, inclusive of any variation and additions from time to time as notified to the Customer in processing and in relation to the provision of Services. All charges issued to the Customer are subject to UK Value Added Tax at the prevailing rate.
- 6.2 The full amount of the initial cost as reflected in the Service Order, plus charges for the first billing period of Services are due and payable to Out of the Hat upon acceptance of the Service Order. Thereafter, all charges will be raised in advance of, during or shortly after the service provision for each billing period.
- 6.3 In the event that the Customer elects to pay by cheque or other similar method, the Customer will be provided with an electronic invoice. All payments for invoices are due within 14 (FOURTEEN) days of issue, unless otherwise stated.
- 6.4 Out of the Hat reserves the right to charge to the Customer any charges to include but not limited to sales tax, excise and ad valorem, gross receipts or any other tax or fees howsoever imposed, directly or indirectly, by any government authority agency or recognised institution, body or corporation with respect to associated services.
- 6.5 The Customer agrees to hereby notify Out of the Hat in writing to firstname.lastname@example.org of any disputed Charges within 30 (THIRTY) days of the billing date for such Charges. In the event the Customer fails to dispute the invoice within the respective time period, the Customer has waived any right to dispute any amounts either directly or indirectly.
- 6.6 All accounts which are overdue by 30 (THIRTY) days will be charged interest from the due date of the lesser of;
- (i) 2% per month on the due amount; or
- (ii) the highest legal rate of interest.
- 6.7 Out of the Hat may suspend, interrupt, or terminate Services on any account (or related account) that is overdue for payment, howsoever occurring. Activation will only be undertaken during Normal Office Hours, unless otherwise agreed in Writing by Out of the Hat.
- 6.8 Out of the Hat reserves the right to forward outstanding debts to a collection agency or their legal representatives for collection. The Customer is responsible for paying all costs associated with the collection, including but not limited to reasonable legal fees.
7. Indemnification and Warranties
- 7.1 The Customer agrees hereby to notify Out of the Hat in the receipt of any third party claim or legal action arising out of or relating to this Agreement or the provision of Services by Out of the Hat.
- 7.2 The Customer agrees and warrants that it shall indemnify Out of the Hat and keep fully indemnified from and against all liability, claims, costs, losses, loss of profits, expenses, business interruption and other pecuniary or consequent loss to include all legal costs and expenses incurred by Out of the Hat as a direct or indirect result of:-
- (i) Any breach by the Customer of any of the provisions of this Agreement (or related agreement) or of any law, code or regulation thereto and/or to the Internet or Services or any application thereto;
- (ii) Access to and/or use of the Service by the Customer or others;
- (iii) All information, data or material stored, processed, produced, transmitted or downloaded by the Customer or others.
- (iv) Any breach of intellectual property or copyright or similar infringement of third party rights.
- 7.3 Out of the Hat reserves the right, but not the obligation, to take control of and conduct any litigation to which it may be subject directly or indirectly by virtue of the Agreement. The Customer hereby acknowledges and agrees not to make any statement in relation to Out of the Hat and/or its Services, nor any other related information, nor undertake any action or omission which may prejudice Out of the Hat, without prior written approval from a director of Out of the Hat.
- 7.4 All associated rights under the Agreement for the Customer’s Indemnity and obligations to Out of the Hat shall continue perpetually after the termination of this Agreement for any services provided by Out of the Hat to the Customer in connection with this Agreement.
8. Limitation of Liability
- 8.1 Except as expressly stated within this Agreement, Out of the Hat specifically disclaims all implied warranties, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. Except as otherwise provided in this Agreement, any written materials provided by Out of the Hat or information available from Out of the Hat Website shall be for information purposes only, whether delivered or disseminated before or after the date of this Agreement, shall not create any express or implied warranties, guarantee of performance or contractual obligation.
- 8.2 Out of the Hat entire liability under this contract to the Customer (either directly or as any third party defendant in any action proceeding or otherwise) for any claim arising out of this Agreement or Services and the provision thereof shall be limited to the amount of fees so paid to Out of the Hat by the Customer under the Agreement within one year proceeding when any valid claim arose.
- 8.3 In no event shall Out of the Hat be liable in Contract, Tort (including negligence or breach of statutory or related duty) or otherwise howsoever and regardless of the cause to include but not be limited to:
- (i) Any changes to Out of the Hat operations, procedures, products or other services which render obsolete or require modification or alternation to any of the Customers hardware or software;
- (ii) Increased costs or expenses;
- (iii) Any error or interruption to Services;
- (iv) Any claim that a domain name, Website content or other information utilised in the Services by the Customer as may be provided by Out of the Hat infringe any Intellectual Property Rights;
- (v) Loss of any profits, contracts, business opportunities, revenues or related savings;
- (vi) The consequence of any failed or unsuccessful domain name, registration or renewal, e-mail communication or related information or data transfer; or
- (vii) Any failure of any Service, e-mail, non-receipt and mis-routing of communications.
- 8.4 The Customer acknowledges that the provisions of clause 8 satisfy the requirements of reasonableness specified in the Unfair Contract Term Act 1977 and that it shall be estopped from claiming to the contrary at any future date in the event of any dispute with Out of the Hat concerning Out of the Hat liability. In the event that the Customer is an individual as defined under Consumer Transactions (Restrictions on Stateme