Terms and Conditions

Domain Name Purchase

Terms and Conditions

 

Definitions

Account: user account created by Buyer on the Website which allows them to buy domain names listed on the Website.

Buyer: any natural or legal person who creates an account on the Website or places an order for a Domain. Buyer shall be the sole holder of the account they create. Any order placed by the representative of a natural or legal person will be deemed to have been placed by such natural or legal person themselves and as such they shall assume sole responsibility for such an order.

DI: the company of Luxembourgish law established at 11, rue de Bitbourg, L-1273 Luxembourg

Domain: an internet domain name listed for sale on the Website.

Website: the site reachable at www.keyworddomaincom

 

Article 1: Generalities

This document set forth the terms and conditions under which which Buyer may buy a Domain from DI by placing an order on the Website.

By clicking on the “Submit” button, Buyer expressly acknowledges that they have read, understood and accept those terms and conditions and understand that their buying offer constitutes a legally binding agreement (the “Terms”).

It shall be Buyer’s sole obligation to obtain all necessary computer and telecommunication equipment required to use the service provided on the Website. The costs associated with the acquisition, renting, use and maintenance of such equipment shall be entirely borne by Buyer, and DI makes no warranty regarding the compatibility of such equipment with the Website.

 

Article 2: Authentication

Access to the Account is protected by an authentication system based on a login and password that Buyer has selected when creating their Account (the “Credentials”). Any access to and use of the Account will require the entry of the Credentials.

The Credentials are personal and confidential and as such, Buyer shall never disclose them to a third party. In case of theft or loss of the Credentials or if Buyer has reason to believe that their Credentials have been disclosed to a third party, Buyer must modify them without delay.

Buyer is expressly advised that they shall bear sole responsibility for the storing and retention of their Credentials.

Any order received by DI and placed via the Account will be deemed to have been submitted by Buyer. DI will in no event be held responsible for the consequences of any fraudulent use of the Credentials.

 

 

 

Article 3: Term

This Agreement commences upon Buyer’s express acceptance of the Terms and providing payment has been received by DI, it will terminate once Buyer has been appointed as registrant of the Domain and control of the later has been transferred to them.

 

Article 4: Payment

Unless expressly agreed by DI, orders under those Terms shall be immediately payable and executed online via the Website by using one of the method of payments accepted by DI. DI will only transfer the Domain to Buyer once full payment for the order has been received.

Under certain circumstances and at DI’s sole and entire discretion, DI may accept a differed payment. In the event the Buyer is allowed to benefit from this deferred payment facility, Buyer undertakes to abide by the specific terms of payment specified on the applicable invoice.

Buyer agrees that any invoice for the service provided by DI shall be sent electronically to Buyer via the email address registered for their Account.

Any invoice or amount not paid upon falling due will be automatically subject without formal notice to yearly interest charges amounting to 10% of the unpaid amount until such time as the outstanding amount is paid in full. Interest charges on outstanding amounts shall start to run on the day the related invoice becomes due and will continue to accrue until the outstanding amount is paid in full.

 

Article 5: Prices

The up-to-date and in effect prices are those displayed on the Website. The prices may be modified at any time by DI. Unless otherwise expressly provided, the prices are in euros, and exclusive of all taxes which shall be paid by User. Payments under the Agreement shall be made at DI’s registered office and in euros (EUR). Any additional fee attached to a payment to DI will be borne by Buyer. The net amount received by DI must be strictly equal to the amount due by Buyer.

The main fees for DI services shall always be displayed on the Website. However DI retains the right to invoice handling fees if Buyer’s order incurs an additional workload. Such handling services will be invoiced on an hourly rate of seventy-five euros (€75) exclusive of tax.

 

Article 6: DI ‘s responsibilities

Upon receipt of payment of the entire price, DI will register the details provided by Buyer for the Domain and provide Buyer with means to get control of the Domain. This includes but is not limited to, providing the registrar authorization code for the Domain or transfer the Domain to a customer account on the registrar platform the Domain name is currently registered.

DI retains the right to modify the Terms at any time. In this case, DI shall inform Buyer of such modifications via the Website or by displaying a message in the Account.

DI also retains the right to modify the services’ applicable fees, to take into account for example but not limited to, any currency exchange rate evolution or any additional tax levies. It is Buyer’s sole

obligation to remain informed of any service fee evolution by regularly visiting the Website.

Lastly, DI retains the right to decline any order it consider infringes or that may infringe upon any provision of the Terms. In such case DI will refund Buyer with the fee already paid.

Article 7: Buyer’s responsibilities

Buyer declares that they understand and agree that any order placed via the Website is a binding agreement to purchase the Domain and that Buyer agrees to be bound by those Terms.

If acting as an agent, Buyer represents that it has the authority to bind Buyer’s principal to all terms contained in those Terms and that a breach of those Terms by Buyer’s principal will be considered a breach by Buyer.

 

Article 8: Warranties

DI warrants with respect to itself only that (a) It has the legal power and authority to enter into this agreement; (b) It will perform its obligations under those Terms in a timely manner, in good faith and with all due skill and care; and (c) Its performance under those Terms shall comply with all applicable laws, regulation and policy.

 

Buyer warrants with respect to itself only that (a) it has the legal power and authority to enter into this agreement; (b) it will perform its obligations under those Terms in a timely manner, in good faith and with all due skill and care; (c) to its knowledge, no action or relationship described or contemplated by the Terms infringes, or will cause to be infringed, the intellectual property rights of any third person; and (d) Its performance under those Terms shall comply with all applicable laws, regulation and policy.

 

OTHER THAN THE EXPRESS WARRANTIES ABOVE, THE PARTIES ACKNOWLEDGE THE ADVANCED AND SPECULATIVE NATURE OF TO THE SERVICES CONTEMPLATED HEREIN AND UNDERSTAND THAT NO GUARANTEES OR WARRANTIES CAN BE MADE OR EXPECTED WITH RESPECT. EACH PARTY THEREFORE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR THE PARTICULAR PURPOSE, AND EACH PARTY AGREES THAT THERE ARE NO WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. IN PARTICULAR, NEITHER PARTY WARRANTS THAT THE PERFORMANCE OF THEIR PORTION OF THE AGREEMENT WILL BE UNINTERRUPTED OR ERROR-FREE.

 

Article 9: Indemnification

Buyer agrees to indemnify, defend and hold harmless DI and its subsidiaries, parent companies, officers, directors, employees, agents, successors and assigns, at its expense, from any and all third party claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising from or related to any breach of a warranty or failure to perform any covenants required of it under those Terms.

 

Article 10: LIMITATION OF LIABILITY

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, AND CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF BUSINESS, REVENUE OR PROFITS EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S MAXIMUM LIABILITY TO THE OTHER UNDER THIS CONTRACT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY, WILL BE THE RECOVERY OF ACTUAL, DIRECT DAMAGES UP TO A TOTAL OF THE SELLING PRICE WITH RESPECT TO THE DOMAIN NAME(S) AT ISSUE.

 

Article 11: Severability

If any term or other provision of the Terms is determined to be illegal, invalid or unenforceable, all other conditions and provisions of this shall nevertheless remain in full force and effect. Further, DI commits to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the original intention of the parties.

 

Article 12: Assignment

DI retains the right to assign or transfer any rights and obligations of the Agreement without the Buyer’s prior approval, who expressly waives any claim to obtain the execution of any obligation by DI after its transfer or assignment.

 

Article 13: Force majeure

Neither Buyer, nor DI shall be responsible for any failure or delay to fulfil their obligations under the Terms as the result of an event of force majeure as defined by applicable law or jurisprudence. Buyer expressly acknowledges that their lack of financial capacity to pay the fees for the services provided by DI will in no event qualify as a force majeure event.

 

Article 14: Modifications and Waivers

DI reserves the right to change any of these terms and conditions at any time without notice. Buyer is responsible for complying with any changes to the terms and conditions within ten (10) days of the date of change. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by DI in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

 

Article 15: Notice

Notice must be given to DI at the address set forth on the Website and to Seller at the address listed in the Seller’s account. Notice will be deemed to have been received upon personal delivery (including confirmed fax), one day after mailing by nationally known overnight carrier or five days after mailing by certified mail, return receipt requested.

 

Article 16: Dispute and litigation

 

Pursuant to the provisions of those Terms, if a dispute arises between Buyer and a third party in regard to the use of the service, Buyer will be solely responsible for all consequences of this dispute and DI shall not be involved in such dispute and its settlement in any way.

 

Article: 17. Applicable law and jurisdiction

This agreement is governed by Luxembourgish law. This shall apply to both substantive and adjectival rules, at the exclusion of both Luxembourgish conflict of law rules and statutory provisions contrary to the terms of the agreement.

Any dispute pertaining to the Terms, their interpretation or execution that may not be amicably settled shall be subject to the exclusive competence of Luxembourg city courts.