Definitions
1. The following definitions are used in these terms and conditions:
1.1 “The Company” means Exaactly Limited, a company registered in England and Wales under number 11080646.
1.2 An “Exaactly Address” means an address in 3 or more parts being a “tag” in front of the @@, the @@ itself followed by the Customer’s domain e.g. home@@johndoe. An Exaactly Address may include additional terms at its end such as “.com” or ”.uk” should the Company so permit (but not otherwise).
1.3 “A Domain” or “the Domain” refers to the unique identifying name that is provided by the Company to a Customer upon registration and will appears after the “@@” in an Exaactly Address.
1.4 References to an Exaactly Address and a Domain below include the Data associated with them and each of them
1.5 “The Customer” means and includes (i) parties who acquire a Domain (and may post Data with the Company) and (ii) parties who resort to the Data using an Exaactly Address as the case may be.
1.6 “The Data” means data associated with a Domain as stored by the Company having been provided by a Customer.
General
2. The following general provisions apply to these terms and conditions, save where the context otherwise admits or requires:
2.1 References to the singular includes the plural and vice versa.
2.2 References to him include references to her and them and vice versa.
2.3 References to any Act of Parliament includes any amendment or re-enactment of the same from time to time.
2.4 References to the Company or to a Customer shall include and incorporate references to their respective officers, employees and lawfully authorised agents (as the case may be).
2.5 These terms and conditions shall not be read contra proferentem as regards the Company.
2.6 In the interpretation of these terms and conditions section headings are to be ignored.
Application for a Domain
3. Applications for a Domain can only be made by the means specified by the Company, being either:
3.1 Utilising the website maintained by the Company for creating a Domain; or
3.2 Through such other means as shall then be advertised by the Company as an available means to apply for a Domain from time to time.
4. [Omitted]
5. All payments due for acquiring or maintaining a Domain, the Data associated with it or any other services provided by the Company to a Customer must be made and be up to date in their entirety at all times and from time to time. In default, the Company may in its absolute discretion refuse to grant a Domain or (without prior notice) cancel any existing Domain, deleting all or any of the Data associated therewith without taking any steps to preserve the same.
Data
6. The Customer uploading Data shall ensure that it is as accurate as possible and it is for that Customer to check that Data they upload (and its use) will not cause damage, offence, difficulty or inconvenience to any Customer or user of the Data associated with a Domain or third parties who may use or be affected by the use of an Exaactly Address, Domain or the Data associated with them. Further:
6.1 Customers providing Data to be associated with a Domain; and
6.2 Customers using an Exaactly Address to download Data
Shall indemnify the Company against all or any loss, damage, costs or other liability (including by reason of negligence) howsoever arising from the said provision, downloading or use of the Data.
7. The Company:
7.1 Accepts no responsibility to Customers or anyone else for the accuracy of the Data or for its use.
7.2 Is not obliged to take steps at the request of the Customer to provide additional protection for or remove the Data provided by that Customer, which shall be the sole responsibility of the Customer by adding password protection to any Exaactly Address (if not already so protected), by altering or deleting the Data or deleting its Exaactly Address or Domain (and/or such other steps as a Customer might reasonably take (objectively assessed)).
7.3 (Subject to §29 below) shall take all reasonable steps to protect the Data from general searches and to ensure the security of the Data limited to the protections within the way Exaactly Addresses are created and the associated Data stored but such responsibility of the Company is subject to modification and/or reduction dependent upon the manner in which the Customer publishes or otherwise makes available any Exaactly Address or Data to others whether deliberately or otherwise.
8. The Data must not be reproduced without the prior written consent of the Company, save this does not prevent:
8.1 Use by the Customer who provided the Data (and who is also the registered owner of the Domain associated with it)
8.2 Use consistent with the purpose for which the Customer provided an Exaactly Address to another Customer to enable them to download the Data associated with that Exaactly Address.
Elements of the Exaactly Address
9. The first element of an Exaactly Address (i.e. preceding the “@@”) is known as the ‘tag’. Customers who are registered with the Company and who have acquired one or more Domains (see below) can choose whatever tag they like but:
9.1 It is the responsibility of the Customer to use such a tag as may give them such additional security from that source as they wish for the Data associated with the Exaactly Address and/or Domain and access to them.
9.2 Tags must comply with the Company’s policy on abusive registrations (§ 20 below).
10. Tags must be followed by “@@”. Nothing else will form an Exaactly Address or be acceptable to the Company.
11. Following the “@@” in Exaactly Address is the “Domain” name.
12. Customers registering with the Company are able to choose any name for their Domain but:
12.1 Only one domain is permitted for each Customer’s email address save where the Customer buys additional services from the Company.
12.2 The choice of word for a Domain is allocated on a first come first served basis but the Company in its absolute discretion may reserve or prohibit the use of certain words.
12.3 Until otherwise provided by the Company all Domains must be in English.
12.4 Domain names must comply with the Company’s policy on abusive registrations (§ 20 below).
12.5 In due course the Company may permit additions to the Exaactly Address e.g., by the addition of “.com” or a designation indicating a country or area.
13. Stagging (i.e., the use of a Domain name with the intent of denying it to those with a commercial advantage in its acquisition {e.g., a person with no association with a well-known brand name choosing that brand name as their Domain} – whether for commercial gain or otherwise) is not permitted. The Company will formulate a discrete policy to deal with suggested instances of stagging but in any event the Company may in its absolute discretion remove the Domain from a Customer (without any compensation in any form or any duty to preserve associated Data) where it concludes (after making such inquiries as the Company deems necessary or desirable in its absolute discretion) that on balance stagging has taken place.
Fees
14. The fees charged by the Company for services to Customers from time to time will be published on its web site and may be varied by the Company without any other notice as and when the Company deems it appropriate to do so.
15. Payment of fees must be made via the Company’s website or by such other means as it shall publish from time to time and no other method of payment is accepted by the Company.
16. Fees shall be paid in the currency identified by the Company for any particular services provided by the Company on its web site from time to time, but in default shall be in pounds sterling.
17. VAT or other sales taxes will be added to all fees where applicable and at the rates applicable in the appropriate jurisdiction from time to time. The Company will only send VAT invoices by email to an email address provided by a Customer as its email associated with a Domain. It is up to Customers to account for or reclaim VAT if they are obliged or able to do so. For Customers in the European Union with a VAT registration number, this must be provided at the same time as any fees are paid, since in default they will be treated for VAT purposes as consumers. The Company is under no obligation to provide amended invoices where there is a belated provision of a VAT registration number.
Communication
18. All communications with the Company shall be exclusively by email or such other method as the Company may publish on its website from time to time.
19. The Company shall exclusively comply with its obligations (if any) to communicate with Customers by emailing them at any one email address that it holds for them (such email being deemed to be received one hour after dispatch whether the same bounces back as undelivered or not). In addition, the Company may communicate with Customers or anyone else by any other means it considers appropriate in its absolute discretion.
Abusive Registrations
20. The Company is committed to preventing its services being used in a manner which may or will cause offence on religious, ethnic, sexual or other discriminatory grounds. Customers and anyone else are invited to inform the Company as soon as possible if they have grounds for believing such use may be occurring. The Company shall be the sole judge as to whether offence may or will be caused on the above or any other grounds in its absolute discretion.
21. For the purposes of these terms and conditions an abusive registration of an Exaactly Address or a Domain includes (but is not limited to):
21.1 The Exaactly Address itself and its constituent parts (e.g. the tag – see §§9-11 above) taken singly or together.
21.2 The Data associated with a Domain in whole or in part.
21.3 The association of a Domain with the Data registered with the Company in whole or in part.
21.4 Any other use of an Exaactly Address or Domain or Data with some one or more other Exaactly Address or Domain or Data which shall breach or risk breaching the commitment of the Company given in § 20 above .
22. Stagging is also classified as an abusive registration as to which see § 13 above.
Miscellaneous
23. Without prejudice to the other provisions herein, the Company accepts no responsibility for the accuracy of the WSG 84 or other coordinates either produced through the use of the Company’s website or more especially using any ‘locate me’ button.
24. The Company reserves the right to unilaterally and without notice suspend the provision of its services in whole or in part without compensation provided if it is ordered to do so by a court of competent jurisdiction or if the Company decides (in its absolute discretion) that it should do so to further its commitments in 20 above or by reason of conflict, strife or civil disturbance (and, without prejudice to the foregoing, any other event beyond the control of the Company).
25. The Company is registered in England and Wales and is subject to the laws of England and Wales. The Company will comply with all such laws and judicial orders. It is hereby agreed that the Company is exonerated from all liabilities howsoever arising from so complying or complying with any obligations arising or imposed by any court of competent jurisdiction (and in the event of conflict between its obligations in respect of the laws or judicial orders in England and Wales and those of another competent jurisdiction, those of England and Wales will prevail).
26. In the event that the Company (and 25 above is highlighted for present purposes) is involved in any manner whatsoever in any civil or other dispute or proceedings relating to the registration of an Exaactly Address, Domain, downloading or use of Data associated with a Domain or otherwise howsoever, its Customer as registered owner of that Domain and/or the Customer who downloaded the Data associated with a Domain shall each (where responsible for such actions) be liable to indemnify the Company for all its costs and expenses (including the time cost expended, regardless of the allowable witness or other court assessed expenses) arising from that involvement on a full indemnity basis and shall pay the Company’s invoices relating to the same and each of them forthwith upon receipt and the same shall carry interest at 8% pa from the invoice date until date of payment with quarterly rests.
27. Subject to the regulations to be promulgated concerning stagging hereafter (§ 13 above), all questions concerning the relations and dealings between the Company and any Customer or other party (including the meaning and effect of these terms and conditions) shall be determined exclusively pursuant to the laws of England and Wales and jurisdiction to make that determination is hereby exclusively vested in the courts of England and Wales. All contractual arrangements between the Company and a Customer are hereby deemed to have been entered into in England.
28. These terms and conditions form the entire agreement between the Company and its Customers save that in their interpretation and construction consideration shall be had and effect given to the interpretation and/or construction that supports and enhances the commercial best interests of the Company and (subject as just mentioned) its mode of dealing in general with its Customers.
29. The liability of the Company for any breach of these terms and conditions or for imperilling or loss or release of Data in respect of all or any occasions relating to one Domain shall not exceed the fees (if any) paid in the immediately prior single complete period as charged for that Domain (i.e. if annual fees were paid for a Domain for the period 1st January 2024 to 31st December 2024 in advance and the event giving rise to liability arises on 1st February 2025, then the relevant fees are those paid on 1st January 2024). If no fee was payable at all in respect of the Domain (and in all cases where no fee is identified as just mentioned) then the maximum liability of the Company is £100 sterling.
30. Due to administration costs of organising payments the Company shall not be obliged to repay any sum of less than £5.00 sterling (or its equivalent in any currency – using the exchange rate published by Barclays Bank PLC on the day in question at close of business) whether caused by failure and/or breach of the contract between the Company and the Customer or for any other reason whatsoever (including negligence) and whether the sums involved represent payment for a Domain, damages, costs, interest or suchlike then the Company shall instead annually make a reasonable assessment of the totality of such sums as in its opinion it was in fact liable to pay otherwise than as excused by this clause and shall (i) pay such sum so assessed to a non-political charity registered with the Charity Commission of England and Wales; and (ii) publish the fact of such payment on its website for at least 30 days in the following financial year.
31. It is agreed not to be a breach of these terms and conditions or any other of the Company’s arrangements with Customers to allow full access to the Data associated with a Domain to any person accessing the same using an Exaactly Address (and password if password protected) howsoever they came by the same (save by the fraud or negligence of the Company).
32. The Company shall be entitled to unilaterally amend these terms and conditions by publishing amendments or amended versions of the same in such manner as it appears to the Company is reasonably calculated to come to the attention of its Customers and others (including on its website which is hereby deemed to be sufficient) and such amended terms shall be deemed to and shall come into force between the Company and other persons and bodies as follows, being immediately upon (whichever be the earlier):
32.1 Customers next paying any fees (including additional fees) to the Company in respect of a domain or other services provided by the Company.
32.2 Customers next amending the Data associated with a domain
32.3 Customers next downloading Data
32.4 On the usual quarter day next following the publication of the amendments on the Company’s website but should that publication be less than 21 days before that quarter day then 21 days after that quarter day.
33. Subject to Customers making arrangements with the Company for additional storage of the Data associated with any Domain, the maximum data storage to be provided to a Customer shall be 500 megabites.
34. The @@ notation and the word Exaactly are trademarked internationally with those trade mark belonging to the Company. The Company only authorises the use of those trade marks when either describing or identifying an “Exaactly Address” or providing an Exaactly Address with the @@ within it precisely as generated within the Company’s website and extant from time to time.