Vendor / Merchant Program

SAMPLE MEMBERSHIP CONTRACT AND CONDITIONS

DATE: DATE OF AGREEMENT

BETWEEN

THORNREALM LIMITED; (“Thornrealm”) of The Lodge, Backfoort Farm, Carters Lane, Ilkley, Wesy Yorkshire, United Kingdom (as owner and operator of the Computermarket.com website)

and MERCHANTS NAME

The person, company or firm whose details appear below (“the Merchant”)

1. This Contract is entered into between the parties for the grant to the Merchant of a renewable revocable licence and membership by Thornrealm in respect of participation by the Merchant in Thornrealm’s Vendor/Merchant Program (“the Program”) and the establishment of links to the Thornrealm Internet website located at URL www.computermarket.com (“Computermarket.com”) from the Merchant’s Internet website (“the Merchant’s Web Site”) as detailed overleaf/below/ or attached in the Contract Schedule subject to the provisions of the terms and conditions (“the Conditions”).

2. Thornrealm and the Merchant hereby agree to be bound by the Conditions and this Contract in respect of the membership and participation of the Merchant in the Program which  together with any other documents (signed and attached hereto by the parties) as listed below shall form part of this Contract.

3. The Merchant acknowledges that it has read the Contract and the Conditions and understands and agrees to be bound by them.

TERMS AND CONDITIONS

MERCHANT’S  DETAILS - Please Use Block Capitals - Please sign and return immeadiatley
Merchant Name:  
Address:  
Telephone No:  
Facsimile No:  
E-mail Address:  
Website:  
Contact Person:  
Authorised Signatory for and on behalf of Merchant



......................................................
Company Name:                                              [LIMITED] [PLC]
Signatories Position  
Date of Agreement:  


THORNREALM'S  DETAILS
Authorised Signatory for and on behalf of THORNREALM LIMITED


........................................................
Name:

   

Position:  
List of attached documents

1. Conditions
2. Contract Schedule
3. [                               ]



CONTRACT SCHEDULE

THIS SCHEDULE is the schedule to the Contract and Conditions numbered  [             ] and dated [              ] and replaces all previous schedules to the Contract.
1. Merchant’s Details:
1.1 Merchant’s administration address (if different):  
1.2 Merchant’s Web Site:    
1.3 Location of Server:  
2. Software Fees:  
2.1 Payment Date  
3. Hosting Fees:

 
3.1 Payment Due Date    
3.2 Amount of Server Space  
3.3 Monthly Bandwidth Quota  
3.4 Fees for Server Space  
3.5 Fees for Additional Bandwith  
4. Total Payable 2 + 3 =
4.1 Payment Method  
5.Notices: All notices, requests or other communications must be sent via e-mail to Thornrealm’s e-mail address admin@computermarket.com
and/or the Merchant’s e-mail address at............................................
or as may be notified to each other from time to time.  Any e-mail notices will be effective the next business day after electronically transmitting.
6. Duration This Contract shall subject to earlier termination (in accordance with its terms) continue for the term set out below
6.1 Start Date:  
6.2 Expiry Date:  
In the event of renewal of the Contract by agreement between the parties, the parties shall execute a new Contract front sheet or initial a new Schedule to reflect any changes.



CONDITIONS- COMPUTERMARKET.COM MERCHANT PROGRAM

1. Interpretation and understanding

1.1 The meanings of some of the specially defined words (which begin with a capital letter) and other guides to understanding these Conditions can be found at the end of these Conditions.

2. The Program

2.1 In consideration of Thornrealm agreeing to grant the Merchant membership of the Program and provide the Software for use by the Merchant on the Internet (together with any other services agreed to be provided by Thornrealm in writing) in accordance with the Conditions the Merchant agrees that during the term of the Contract the Merchant will (a) pay the sums payable under the Contract or Conditions as specified in the Contract Schedule; and (b) comply with the provisions of these Conditions.

2.2 Thornrealm will make available to the Merchant a copy of the Software which, subject to these Conditions, may be displayed on the Merchant’s Site or as otherwise agreed with Thornrealm.

2.3 In the event that Links are provided the Merchant shall display such Links as required by Thornrealm and shall substitute any relevant Links with new Links provided by Thornrealm from time to time throughout the term of the Contract and will cease to use such Links which have been so substituted.

3. Software

3.1 Thornrealm hereby grants to the Merchant and the Merchant hereby accepts such non-exclusive revocable and non-transferable right to utilise the Software (including licence to download and use one copy of the Software as specified by Thornrealm on the Internet) upon the terms but subject to the conditions contained in these Conditions and in the Software.

3.2 For the avoidance of doubt, the Merchant shall not use the Software or Thornrealm or Computermarket.com name in conjunction with any other trademark.  The Merchant undertakes that in all circumstances, the Merchant shall mark the Software in such a manner as is required to protect or preserve Thornrealm’s or its affiliate’s or partner’s rights to the Software under applicable law (as the case may be).

3.3 Thornrealm shall be entitled to enter into agreement with other licensees and merchants in respect of the Software.  The grant of the limited right to use and utilise the Software is terminable by Thornrealm at any time. 

3.4 Save to the extent permitted by law the Merchant is not permitted to copy, modify, reverse engineer, decompile, disassemble, distribute, adapt, translate, reproduce, sell, rent, lease or transfer the Software or remove any proprietary notices or labels on the Software.

3.5 The Merchant shall not be entitled to grant any sub-licences in respect of the Software or otherwise pursuant to these Conditions. 

3.6 Termination of the licence to use the Software at any time upon written notice to the Merchant by Thornrealm, will also terminate the Contract automatically.  The licence granted under this provision shall also terminate upon expiration or termination of the Contract for whatever reason.  Upon termination of the Contract, for whatever reason, the Merchant shall immediately return the Software and any related materials and certify to Thornrealm that the Merchant has done so.

4. Payment

4.1 [The Merchant agrees to pay to Thornrealm the Fees as set out in the Contract Schedule provided always that such Fees shall only be payable on net Sales to Customers generated via the Links or as a result of the use of the Software. ]

4.2 The Fees are due and payable as set out in the Contract. The payment of the Fees due shall be in addition to VAT and any applicable taxes required by any applicable law which shall be paid to Thornrealm and the Merchant shall be responsible for and remit to the taxing authorities (including, without limitation, any withholding taxes) where applicable, such sums.

5. Thornrealm’s Obligations

5.1 Thornrealm shall provide the Links to the Merchant to enable the Merchant to link the Merchant’s Site to Computermarket.com.  Thornrealm gives no warranty that access to Computermarket.com or any site operated by Thornrealm in connection with this Contract or the Merchant’s Web Site shall be uninterrupted or error-free.

5.2 Thornrealm shall have no right or responsibility for processing any order for the Products and for providing sales statements and reports, but shall be entitled to track the volume and amount of sales of Products generated by the Merchant’s Web Site.  Thornrealm shall not be responsible for order entry, payment processing, shipping, and related customer service.

5.3 It is acknowledged and agreed by the Merchant that the Customers who visit the Merchant’s Web Site or buy the Products through Computermarket.com or the Merchant’s Web Site (redirected to the Merchant’s Web Site via the Links on Computermarket.com) will be customers of Thornrealm and their details will form part of  Thornrealm ’s confidential information Provided that Thornrealm shall have no proprietary rights over the Merchant’s private customers.

5.4 Rider

5.4 The following provisions apply in addition in the event that Thornrealm agrees to provide Hosting Services to the Merchant and accordingly Thornrealm

5.4.1 shall use reasonable endeavours to perform the Hosting Services and shall as soon as reasonably practicable on or after the Commencement Date (if applicable) provide the Merchant with a user identification, password for the Web Space.  Thornrealm accepts no liability in respect of any loss incurred as a result of disclosure of the Merchant’s password.

5.4.2 gives no warranty that access to its Server and the Merchant’s Web Site shall be uninterrupted or error-free.

5.4.3 (subject to the Merchant paying the Fees) shall (if available) supply to the Merchant from time to time a statement of access and usage of the Merchant’s Web Site during the preceding period provided that such report shall be in such form as Thornrealm shall decide provided that Thornrealm shall not be responsible for the accuracy of the information relating to such access and usage nor for any failure of any counters to accurately record such information or be reset.

5.4.4 (in its absolute discretion) shall be entitled in the event that access to the Merchant’s Web Site exceeds the permitted bandwidth or storage allocation of the Web Space (forming part of the Web Site) as provided in the Contract Schedule to: suspend access to the Merchant’s Web Site; move the  Merchant’s Web Site to a high performance service or require the Merchant to move such Web Site to another Server; and/or increase its charges and Fees to the Merchant to take account of the additional bandwidth Web Space being used.

5.4.5 (notwithstanding any other provision) shall be entitled without notice at any time to change the bandwidth or storage allocation of the Web Space and to make any changes to the Hosting Services which are necessary to comply with any applicable safety, security, legal or other statutory requirements, or which do not materially affect the nature or quality of the Program.

5.4.6 shall be entitled to amend these Conditions at any time and any such amendments shall take effect from and be binding on the Merchant from the date specified by Thornrealm.

Rider (for definitions if Rider 5.4 is used)

 “Hosting Services” 

the provision by Thornrealm to the Merchant with the Web Space on one of its Servers to store the Merchant’s Web Site including the installation of the Client’s Web Site on Thornrealm’s Server specified in the Schedule together with any other related services details of which are set out in the Contract Schedule;

the agreed amount of space including an allocation of storage space on a web server and a bandwidth allocation to be provided by Thornrealm on its Server to the Merchant for the Merchant’s Web Site as set out in the Contract Schedule.

6. Merchant’s Obligations

The Merchant agrees and undertakes to:-

6.1 be solely responsible for the development, operation, and maintenance of the Merchant’s Web Site and for all materials that appear on the Merchant’s Site.  Thornrealm shall have no liability or responsibility whatsoever for such matters;

6.2 not (unless with Thornrealm’s prior written consent) use any hyperlink or similar mechanism (including “framing”) other than the Links to connect Customers or users of the Merchant’s Web Site to Computermarket.com;

6.3 not generate false or dishonest memberships or sales of the Products or sell any fake or counterfeit Products;  and  to remain liable to the Customers with respect to the purchasers of the Products;

6.4 not make any representations, warranties or other statements (including without limitation press releases) concerning Thornrealm or Computermarket.com unless with Thornrealm’s prior written consent;

6.5 not (a) use or otherwise incorporate the words “Computermarket.com” or “Thornrealm” or variations or misspellings thereof or of any of the Thornrealm domain name(s) on the Merchant’s Web Site; (b) modify or alter Computermarket.com in any way; (c) make any representations, either express or implied, or create an appearance that a visitor to the Merchant’s Web Site is visiting Computermarket.com (including, without limitation, by “framing” the Computermarket.com) without Thornrealm’s prior written approval; or (d) display or perform any advertisement, promotion, or content triggered as result of a user's click on a Link (including, without limitation, using pop-up windows, interstitial advertisements, new consoles or other similar items or techniques);

6.6 not (whether in relation to Thornrealm, the Customers or the Products) engage in any conduct prejudicial to the interests or business of Thornrealm and/or Computermarket.com but to always act in good faith in that respect;

6.7 maintain appropriate privacy policies and to comply in all respects with the Data Protection Act 1998; and require Customers to read and agree to terms and conditions which specifically exclude any liability for Computermarket.com in respect of the Customers, the Products, or the Merchant’s Web Site or the Merchant’s actions;

6.8 ensure that the Software or Links is not used for any unlawful, fraudulent or obscene purpose forbidden by the applicable laws, rules and regulations of any applicable governmental authorities including but not limited to fraud, money laundering, terrorism, drug dealing or any other act of a criminal nature;

6.9 provide Thornrealm with any information that Thornrealm may reasonably require for submission to any governmental authorities in order to comply with any applicable laws, rules or regulations;

6.10 ensure that in all correspondence and other dealings relating directly or indirectly to the Software clearly indicate that it is acting as a non-exclusive licensee and not as the author, copyright holder or developer of the Software;

6.11 not make any modifications to the Software without the prior written approval of Thornrealm  and not to incur any liability on behalf of Thornrealm or in any way pledge or purport to pledge  Thornrealm’s credit or purport to make any contract binding upon the Thornrealm;

6.12 immediately bring to the attention of Thornrealm any unauthorised use of the Software and use its best endeavours to prevent any unauthorised use of the Software, including but not limited to, providing all necessary assistance reasonably requested by Thornrealm in any action brought by or against Thornrealm regarding the Software.  Thornrealm shall have sole control of the conduct of any such proceedings and the Merchant shall make no admission in connection therewith unless authorised in writing to do so by Thornrealm;

6.13 not to use Thornrealm’s name, service marks, logos, symbols or trademarks (registered or unregistered) in any of its advertising, promotions, information, content or in connection with its business or the services described herein and will not claim that it is associated in any way with Thornrealm, without Thornrealm’s prior written consent;

6.14 provide Thornrealm with such information as it may reasonably require in connection with the Program or the Contract.

7. Licences

7.1 Thornrealm grants to the Merchant a non-exclusive, non-transferable, revocable right to use the Links for the sole purpose of marketing the Merchant’s Web Site through Computermarket.com and solely in accordance with these Conditions.  The Merchant may not alter, modify, or change the Links in any way without the prior written approval of Thornrealm(before being placed on the Merchant’s Web Site) and agrees to immediately discontinue such use at such time as the Contract is terminated.  Thornrealm reserves all of its rights in the Links and of Thornrealm’s other proprietary rights. 

7.2  The Merchant hereby grants to Thornrealm a non-exclusive licence to utilise the Merchant’s names, trademarks, titles and logos (the “Affiliate Trademarks”), to advertise, market, promote and publicise in any manner the rights and services hereunder or provided to Computermarket.com; provided, however, that Thornrealm shall not be required to so advertise, market, promote, or publicise the Affiliate Trademarks.  This license shall terminate upon the expiration or termination of the Contract.

7.3 The Merchant is responsible in all respects for the content of the Merchant’s Web Site and undertakes that any and each Web Site page do not violate any applicable law.  The Merchant shall obtain and be responsible for obtaining and complying with all necessary legal permission for any works it includes on the web pages of any Web Site in connection with the Program.

8. Term and Termination

8.1 The term of the Contract will be (subject to Thornrealm’s receipt of the written acceptance of the Merchant’s signed Merchant Program Contract and Conditions) as set out in the Contract Schedule or upon uploading or using the Software unless earlier terminated by either party.

8.2 Thornrealm shall have the right to terminate the Contract forthwith by written notice to the Merchant:

8.2.1 if the Merchant or any of its agents or employees engages in any conduct prejudicial to the business of Computermarket.com, Thornrealm or any of Thornrealm’s Web Sites or in the event that a conflict or potential conflict of interest arises in respect of the parties or in relation to the subject matter of the Contract;

8.2.2 if any representation or warranty made or deemed to be made or repeated by the Merchant in or pursuant to the Contract is or proves to have been untrue or incorrect in any material respect when made or when deemed to be repeated with reference to the facts and circumstances existing at such time.

9. Representations and Warranties

9.1 Thornrealm makes no express or implied warranties or representations whatsoever to the Merchant with respect to the Program, the Software, the Customers, Computermarket.com or Thornrealm.  Thornrealm will not be liable for the consequences of any interruptions or errors in respect of Computermarket.com or any related site.  Thornrealm does not warrant any response rate or downtime.

9.2 The Merchant hereby represents and warrants to Thornrealm that it is the sole and exclusive owner of the Affiliate Trademarks and that it has the right and power to grant to Thornrealm the licence to use the Affiliate Trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to the Merchant or binding upon the Merchant’s assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

10. Confidentiality 

10.1 The Merchant undertakes to keep confidential the lists of specific customer details and information relating to the Customers or visitors to the Merchant’s Site and not to disclose (whether or not for profit) such list to any competitor of Thornrealm, Computermarket.com or any other person, firm or company engaged in similar activity during the term and for a period of one year from the date of termination of the Contract.

10.2 All information (other than in respect of the Customers but including, without limitation, the terms of the Contract business and financial information, customer and vendor lists and pricing and sales information), disclosed by either of the parties (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to the Contract shall be confidential.  The Receiving Party shall maintain the confidentiality of all such information and shall not, without the prior written consent of the Disclosing Party (i) utilise the same, directly or indirectly, for its own business purposes or for any other purpose or (ii) disclose the same to any third party. This clause does not apply to any information in the public domain or which is required to be disclosed pursuant to an order issued by a court of competent jurisdiction or applicable law or regulation which is disclosed by the Receiving Party to its professional advisors on a confidential basis.

11. Limitation of Liability

11.1 Notwithstanding anything to the contrary, nothing in the Contract or these Conditions excludes or limits Thornrealm’s liability for personal injury or death caused by Thornrealm’s negligence or for fraud.  Thornrealm will not be liable for any indirect, special, or consequential damages, or any loss of revenue, profits, business or data (whether or not such loss or damage occurs in the normal course of business), arising out of or in connection with the Contract or the Program, even if Thornrealm has been advised of the possibility of such damages.  In no event will Thornrealm’s aggregate liability arising out of or in connection with the Contract and the Program exceed the total Fees paid by the Merchant to Thornrealm in the 12-month period immediately preceding any claim in that respect (where liability cannot be excluded by reason of operation of law).

11.2 Thornrealm will not be  liable for any loss which the Customer or Merchant suffers due to a crash or malfunction of the computer network utilising the operation of the Software or the Internet or as a result of any defect, fault or breakdown of the telephone lines.

11.3 Thornrealm will not be liable for any loss which the Merchant suffers arising from or in connection with the use and operation of the Software, Provided Always That where Thornrealm’s liability cannot be excluded by reason of operation of law, Thornrealm’s liability shall be limited to, at the option of Thornrealm, the replacement of the Software or the financial liability stated above.

12. Acknowledgements

12.1 The Merchant acknowledges as follows:

12.1.1 that the contract for the purchase of all Products shall be between the Merchant and the Customer.   Thornrealm shall have no connection or liability whatsoever in respect of the contractual negotiations, dealings or obligations arising in relation to the Customer or the Products.

12.1.2 that Thornrealm shall be entitled at any time with or without recourse to terminate the licences granted under or in connection with these Conditions including in relation to the Software and the Links.

12.1.3 that Thornrealm retains all rights, title and interest (including without limitation all copyrights, database rights, trademarks and other intellectual property rights embodied therein) in respect of Computermarket.com, Thornrealm and any word, phrase or logo incorporating the Computermarket.com symbol together with all the intellectual property rights (collectively the “Thornrealm Intellectual Property”).

12.1.4 and agrees not to display or use any Thornrealm Intellectual Property without the prior written consent of Thornrealm and acknowledges further in that respect that all other trademarks and/or copyrights, database rights appearing on Computermarket.com will remain the property of the respective owners and unless otherwise expressly provided, Thornrealm and the respective owners of the said Intellectual property are not affiliated.

12.1.5 that the Computermarket.com site is provided on an “as is” and “as available” basis and that Computermarket.com/Thornrealm make no representations or warranties of any kind, express or implied as to the operation of Computermarket.com as an Internet Web Site or the information, content, materials or products included on the Computermarket.com site.

12.1.6 and agrees that the use of the Computermarket.com site is at its sole risk and that Computermarket.com/Thornrealm does not warrant that its Internet Website, its servers or e-mails sent from Computermarket.com are free from viruses or other harmful components and accordingly Thornrealm will not be liable for any damages of any kind arising from the use of the Computermarket.com site.

12.1.7 that it has read, understood and accepted the policies provided and displayed and posted on Computermarket.com, including the Computermarket.com Forums Policy, Privacy and Data Protection Policy, Copyright Notice, Linking and Framing Terms, Disclaimer Notice, the Customer User Agreement and shall be bound by each to the extent applicable.

12.1.8 that liability in respect of the Customers and the Products and undertakes not to sell any Products which are pornographic, fake or counterfeited goods, pirated materials, or own equipment manufacture type products without proper support.

12.1.9 that the Customers, visitors, or users of the Computermarket.com site are entitled to post reviews and comments in respect of Products and that such reviews and comments are the responsibility of such Customers and users or visitors to the Computermarket.com site or related site, and accordingly, neither Thornrealm nor Computermarket.com shall have any liability whatsoever in respect of such reviews or comments.

12.1.10 that no further or other covenants or provisions shall be deemed implied into these Conditions or will arise between the Merchants and Thornrealm or Thornrealm and the Customer by way of collateral or other agreement by reason of any promise, representation, warranty or undertaking given or made or deemed to be given or made by Thornrealm.

12.1.11 that Thornrealm shall not be liable or responsible for any person’s (including the Customer and the Merchant) inability to access any relevant account or reach any relevant Web Sites or to a connect to the Internet.

12.2 Thornrealm shall not be liable or responsible for any conduct, related act, any Products or any Merchant or Thornrealm affiliated Websites, including without limitation the manner and timing of opportunities to earn or spend money and any malfunction, breach of warranty or injury or damage suffered as a result of the Products offered or sold by the Merchants or any third party affiliated Website or any failure by the Merchant to deliver any of the Products or any other liability of the Merchant to the Customer.

12.3 The Merchant further acknowledges that:

12.3.1 all Customers must be given a receipt with a printed header detailing the Merchant’s trading name, address, phone number, date of purchase, items purchased together with amount paid (including VAT).

12.3.2 the Merchant shall be responsible for complying with all laws and regulations relating to the Products and the Customers including all sale of goods legislation and EC regulations relating to distance selling.

12.3.3 Thornrealm shall be entitled to remove the Links and/or delete the Software and any reference to the Merchant on the Thornrealm site (Computermarket.com) at any time without liability.

12.3.4 any information provided to Thornrealm in comments and reviews of Products or in relation to the Merchant’s Web Site shall be provided or submitted by third parties and received by Thornrealm on a non-confidential basis and accordingly hereby permits and waives any objections to publication of such comments.  Thornrealm shall be free to use such information in such manner as it sees fit.

12.3.5 Thornrealm reserve the right to terminate access to the Computermarket.com or any other Thornrealm Web Site or services and to remove any created content at any time without cause or notice.

12.3.6 the Merchant shall not (for so long as it remains a member of the Program) advertise any other computer shows or solicit vendors or customers for the same and acknowledges that any abuse of this rule shall terminate the Contract.

12.3.7 the Merchant is responsible for its own insurance cover, personal liability and public liability insurance cover and all relevant cover required and acknowledges that neither Thornrealm nor Computermarket.com shall be held liable for any losses howsoever arising in that respect.

13. Indemnity

13.1 The Merchant hereby agrees and undertakes to indemnify and hold harmless Computermarket.com, Thornrealm and its associated companies and Affiliates and partners, and their respective directors and employees against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including legal fees and costs) (any or all of the foregoing will be referred to as “Losses”) insofar as such Losses arise out of or are based on: (i) the operation, maintenance and contents of the Merchant’s Web Site, (ii) any claim that Thornrealm’s use of the Affiliate Trademarks infringes any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (iii) any misrepresentation by the Merchant or a representation or warranty or breach of a covenant or agreement made by the Merchant pursuant to the Contract, or (iv) any claim related to the Merchant’s Web Site, including, without limitation, contents of such site not attributable to Thornrealm, (v) any non-compliance with legal obligations or any breach of contract in respect of the Customers or the Products, (vi) and any other breach of these Conditions.

14. General

14.1 Thornrealm’s failure to enforce the strict performance of any provision of the Contract will not constitute a waiver of Thornrealm’s right to subsequently enforce such a provision or any other provision of the Contract.

14.2 The Contract (together with the documents referred to therein and the Schedule constitute the entire agreement between the parties and supersedes all prior oral or written agreements, understandings or arrangements between them relating to its subject matter.

14.3 Nothing in the Contract shall create or be deemed to create a partnership or the relationship of employer and employee or principal or franchise and agent between the parties.

14.4 The Merchant shall not be entitled to assign these Conditions nor all or any of its or their  rights and obligations under the Conditions without the prior written consent of Thornrealm.

14.5 If any provision of the Contract shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of the Contract which shall remain in full force and effect.

14.6 A person who is not a party to the Contract  (other than Thornrealm affiliates) has no right under the Contracts (Rights of  Third Parties) Act 1999 to enforce any term of the Contract  but this does not affect any right or remedy of any third party which exists or is available apart from that Act.

14.7 Thornrealm may modify any of the Conditions and provisions of the Contract at any time in its sole discretion by notifying the Merchant thereof.  If any modification is unacceptable to the Merchant, its only recourse is to terminate the Contract.  The Merchant’s continued participation in the Program following Thornrealm’s notice to the Merchant of a modification to the Contract will constitute its agreement with and acceptance of such modification.

The Contract will be governed by the laws of England and the parties submit to the jurisdiction of the English Courts.

Definitions and Interpretation

In these terms and conditions the following words and phrases shall have the following meanings unless the context otherwise requires:-

"Affiliate(s)"  All members of the Program from time to time   
"Customer(s)" Any person, firm or company that applies for registration and purchases goods, services or information from the Merchant across the Internet
"Fees" The fees (or commission) payable by the Merchant to Thornrealm in accordance with the Contract
"Links" The graphic and/or textual links provided by Thornrealm to the Merchant from time to time pursuant to the Contract
"Products" Any product, information or service that is available for purchase through the Merchant’s Site from time to time
"Sales" Total amount of money actually charged and payable by a Customer or on its behalf to the Merchant in respect of the Products
"Server" any server owned or operated by or on behalf of Thornrealm in connection with the Program
"Software" The software provided by Thornrealm to the Merchant pursuant to these Conditions for use on the Internet in respect of the construction of an online shop
"Web Site"  a site at which text, graphics data, files and information are stored electronically on web pages and Server and access to which is made available to third parties via the Internet.
"Server Space" The amount of diskspace allocated to the merchant on Thornrealm's server... measured in megabytes.
"Bandwidth" The quantity of data transfer between the merchant's server space and the merchant's website visitors... calculated monthly and measured in gigabytes.
"Bandwidth Quota" The allowable quantity of monthly data transer (bandwidth) allowed as per the schedule above, over which additional charges may be applied... measured in gigabytes per month.

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