TERMS AND CONDITIONS FOR REGISTRARS
In this Agreement some words such as "us", "we" and "you" have special meanings.
Such words and expressions are either:
1. set out in this document; or,
2. if defined in the Interpretation (Guernsey) Law 1948 (for example: 'British Islands') are intended to carry the same meaning as used in that Law, and
3. in any question of construction of this Agreement the provisions of that Law (for example, on gender and pluralisation) are to be applied as if the relevant provision in thos Agreement was one to which that Law was applicable.
'We', 'us' means C I Domain Registry Ltd , a company registered under the Companies (Alderney) Law 1994 as having limited liability with Company Number 1849 doing business whose Registered Office is at 4 & 5 St Anne's Walk, Alderney, GUERNSEY GY9 3JZ
'You' means the company (or other legal or natural person) that we have recognised in writing (which includes email) as being a Registrar for the purposes of this Agreement.
'Staff' is to be taken as meaning your or our employees as the context requires (including contractors, servants and agents). Note: In the definition of staff the word agent bears its ordinary meaning which is as lawyers use the term, and not the special meaning defined further below and which is intended to be used throughout the rest of the document.
'Condition' is used in various places throughout this agreement. Unless stated in the text, or the context unambiguously requires a different interpretation, it shall be construed with the meaning normally given to the word by lawyers.
'Register' means the list of all the domain names ending in .GG or .JE that have been registered. The Register is held on an electronic database which we own and which contains administrative and technical information about domain name registrations. It incorporates details of the identity of the relevant Registrant, Registrar and other Authorised Contacts as well as details about the nameservers that are associated with each domain name.
'Agent' is a legal or natural person who has been authorised by someone (a Registrant ) to register domain names for them or otherwise act on their behalf or represent them in dealing with domain name registrations. (If you register domain names for yourself we may consider that you are acting as your own Agent in connection with those domain names.)
'Registrar' is an agent who, because they act as agent in connection with multiple registrations, has been recognised by us, on the terms of this Registrar Agreement., as being a Registrar. Registrars may be provided with additional technical tools, access to computer systems etc, in order to facilitate the management of multiple domain names, and individual pricing.
'Registration Agreement' is the contract between us and a Registrant. It includes all the terms set out in the Standard Terms and Conditions for Domain Registration. If you act as your own agent, all the terms of the standard Registration Agreement apply to you, as well as all the terms of this Registrar Agreeement.
'Registrar Agreement' is the Agreement between us and a Registrar. It includes all the terms set out in this document (Terms and Conditions for Registrars) and the terms which apply to agents set out in the standard Terms and Conditions for Domain Registration.
'Registrant' is a natural or legal person recorded by us on the Register as being the person for whose benefit a domain name registration is made. For these purposes it also includes applicants to register one or more domain name(s) who have not yet entered into an agreement to register a domain name but want to do so.
Unless we are ordered otherwise by the Court (for example, if the Court were to rule that a particular domain name has been registered under the terms of a constructive, express or other trust), we do not have to, and will not, recognise any person (whomever they may be) as being, or having the rights of a registrant unless they have been entered on the Register and are recorded as being the registrant for the time being in respect of the relevant domain name.
Accordingly, in carrying out your roles as agent as registrar, we expect that you should normally ensure that the full details of the beneficial owner (of the rights belonging to the Registrant under the Registration Agreement) are entered on the Register in the section applicable to Registrant that those details are correct, and you keep them up-to-date unless you have explicit and informed consent of a beneficial domain name owner to do something different (if, for example, you offer a proxy registration service and/or you hold the domain expressly on trust for someone else).
Accordingly, and for the avoidance of doubt, in our dealings with both registrars and registrants, it is intended the following interpretation of data held on the Register shall apply, that is :-
In the Register entry relating to a registrant that is associated with any domain registration (unless the context clearly and unambiguously requires a different construction):
(a) if the Registrant Organisation attribute of the relevant entry for the registrant on the Register been left unfilled, the registrant is (or shall be) the legal or natural person that has been entered in the Registrant Name attribute;
(b) otherwise (i.e. when a value for Registrant Organisation has been supplied) the registrant is (or shall be) the legal or natural person entered in the Registrant Organisation attribute. (In this event, it is expected that the Registrant Name attribute will be completed with the name of the most appropriate person at the registrant to contact about any matters that may arise in relation to the registration.)
The legal or natural person who is recorded on the Register as being the registrant in the above manner shall be entitled to all legal rights and shall be subject to all legal or equitable obligations that relate to a registrant under the contract of registration. We shall never be required to recognise anyone as registrant if they are not listed on the Register as being the registrant for the relevant registration.
'Your Registrant' is a Registrant for whom you are agent and/or registrar.
1. Recognition and promises as to authority to act
1.1 If you are an agent you may ask us to recognise you as a registrar and to provide you with the various enhanced facilities that are available to accredited Registrars. No agent shall be a registrar unless we have recognised them, in writing, as being a registrar (which includes email). As a registrar for Channel Island names you must provide access to and offer your service to customers in respect of both Bailiwicks (whether you have a presence in any particular island or none). This means that if there is customer who wishes to register domain names in either of the Channel Island top-level domains, or transfer existing GG and JE names to you, they must be able to do so.
1.2 If we do recognise you as a registrar, it will only be on the terms of the Registrar Agreement and we will then recognise you as being the registrar for all your Registrants (which may include you yourself).
1.3 We will continue to recognise you as a registrar until you tell us that you do not want to be a registrar any longer. You must give us notice of this (see Section 6.3 for details of this).
1.4 The Registrar Agreement contains some limits on what you may do for your registrant(s).
1.5 When the registrant you act for is yourself, the extra provisions of Schedule 1 shall apply in addition to the rest of the Registrar Agreement.
1.6 We expect that you will provide the customer support function to your registrants, and we may require your registrant to deal with us only via you, or to attempt to deal with you first, or to receive notices via you. If we send notices via you (for example, a notice under the Registration Agreement) you must immediately send such notices to your customer, and keep a record of when and how you did so.
1.7 Despite clause 1.5, we remain allowed to deal directly with your Registrant if we wish to (for example, when carrying out transfers) and we may set out from time to time situations where you have no power to act for your Registrant or where the power you have is limited.
1.8 In relation to your Registrant we will recognise you as having authority to act for that Registrant if:
(a) (for an existing registration) the Register records you as being the appointed registrar; and
(b) the request you are making is one which registrars are allowed to request for their registrants; and
(c) we have not been told by you or the registrant that you cannot act for them. (We may require you or your registrant to notify us of such lack
of authority in a certain way).
1.9 You promise us that in respect of every request you make to us that:
(a) you have the full authority of your Registrant as their agent to make that request and (if applicable) enough authority from the Registrant to fully
commit them to all the terms of the contract or obligations connected with that request;
(b) the request is not prohibited by any clause of the Registrar Agreement or Registration Agreement; and
(c) you have complied with any Good Practice Terms that apply.
1.10 If you break any of the promises in your agreement with us and we or our directors or staff suffer loss that is caused in whole or in part upon our reliance on those promises, you will pay us back for those losses, including management time and any damage to our reputation, and the reasonable costs of any investigation, litigation or settlement. If you are only partly responsible, you would have to pay your fair share.
1.11 Making requests to us: From time to time, we may authorise you to access computer or other automated systems operated by us. The Registrar Agreement documents how you may make electronic automated requests using these computer systems, and sets out the conditions on which we permit such access.
1.12 You must comply with any operation instructions we give you and any Acceptable Use Policy in force at any particular time (these will change over time as our systems develop and you must regularly check which are the most recent versions and comply with them).
1.13 You should not make a request to our systems if you know, or have reason to believe that any of the following apply or are reasonably likely to apply:
(a) some or all of the information provided by or through you to us is false, deceptive, misleading, inaccurate or incomplete;
(b) some or all of the registrant identity information does not meet the requirements of any Registrant Identification Policy we may adopt in
(c) the Registrant you identify to us in the request has not instructed or requested you to act on its behalf or does not exist;
(d) the operating instructions prohibit making a request of that nature on behalf of the Registrant;
(e) you no longer have authority to act as the Registrant s agent; or
(f) the service requested is one for which we require Registrants to enter into terms and conditions with us (e.g. the registration or renewal of a domain name) and you have not received positive confirmation that they are aware of, and accept in full, the current terms and conditions we offer for that service at the date you make the request for it.
1.14 Unless the provisions of clause 1.12 (limits on your authority/transactions you must not request) apply, or our system instructions require otherwise: you must make the relevant request to update the Register Database promptly if
(a) the Good Practice Terms require it
(b) you are informed by or on behalf of your registrant of a change in their legal name or contact information, whether or not they request you to update the Register. (Where your registrant s name has changed, you must verify the the change and if we ask you, you must produce valid
evidence of the change).
(c) you are aware that there is duplicate information on the Register in relation to Your Registrant that can be amalgamated or improved; or we inform you that such a request is necessary (for example, we tell you that the registrant information you provided is formatted wrongly and ask for it to be corrected).
2. Recording information and data protection considerations.
2.1 You agree that as a condition of this agreement, you will not do anything which could cause us to be in breach of domestic or European Community laws on Data Protection in particular the Data Protection (Bailiwick of Guernsey) Law 2000 or equivalent legislation of the other parts of the British Islands or to breach similar laws in any other place where we may store or process personal information. It is also a Condition that you agree that you will not allow us to be put in such a position because of your inaction.
2.2 We will hold records of your identity, and any contact information relevant to the service being provided. Where such contact information refers to natural persons, it is classified as personal information under Guernsey and European Data Protection law.
2.3 It is a further Condition that you must ensure that every natural person whose details you enter on to the Register or our internal systems or inform us are so to be entered on the Register or our internal systems (irrespective of whether they are a contact for you or for your registrants) has given their informed consent to us holding this information and to us using it as needed (or as is reasonably helpful) for carrying out the Registrar Agreement and any relevant contracts of registration, and that that consent includes their informed consent to any disclosures we may make in accordance with the Law and the Terms and Conditions of Registration.
2.4 It is a Condition that you must keep us notified of your current name and up-to-date contact details at all times.
2.5 If you are issued with or have an identifier or other access information that is intended to be kept secret for use with us or our electronic systems you must keep it secret and safe because we shall be allowed to assume that any action that is done or requested using that identifier or access information was done or requested by you or under your authority. We may have, and shall be entitled to enforce, procedures for dealing with lost, revoked or compromised identifiers.
2.6 You will ensure that only persons who are explicitly authorised to use our systems do so.
2.7 If we give you the technical ability to authorise other persons in your organization to access our systems, and we issue you an identifer that has the technical ability to create, modify or delete identifiers for other people, you agree that you have a duty to protect our internal systems against unauthorized access and that you will take extra care in guarding such Master Account credentials.
2.8 You agree that you will ensure the creation, in a timely manner, of individual identifiers ( personal logins ) for each of your staff that need them, and will ensure that:
(a) no login identifier is used by more that one person
(b) records are kept that clearly identify the individual who has been authorised to use each account; and that this information is recorded on
our system in the relevant place; and that
(c) passwords or access credentials are chosen in a secure manner and kept secret.
2.9 Since it is extremely important that the security of our Register and the associated computer systems is maintained, it is a condition of the Registrar Agreement that you ensure that your employees and servants:
(a) must keep secret any passwords or other access credentials that are associated with any login identifier for our systems which they have
been authorised to use (whether authorised by you or by us); and
(b) may not share passwords or credentials that grant or may be used to gain access to our systems with anyone else; and
(c) must not allow any other person to use their individual login identifier, password or access credential.
NOTE: Paragraphs 2.9(b) and 2.9(c) apply even if the person with whom a password is disclosed or access is granted is another employee or servant of yours, and irrespective of whether anyone in your organisation claims to have authorised such sharing at any time.
2.10 Where your staff, employees and servants do not directly access ( log in to ) our systems, but are authorised by you to carry out operations on our Register using computer systems operated by you which are connected to ours (for example by an EPP link) you agree that you will maintain appropriate audit trails to enable you to identify, if required, which person requested any particular transaction.
3. Resellers' and dealing with Registrants indirectly
3.1 There is no prohibition on you dealing with your Registrant(s) indirectly (for example, by selling domain registrations through third parties that are
commonly know as resellers') but if you do this:
(a) you may not transfer, subcontract or delegate any of your rights or obligations under this agreement;
(b) as between you and us, you are responsible for your Registrant and the information, service, marketing and advice they are given whether or not you actually deal with them directly (that is to say 'the buck stops with you') ; and
(c) we are not required to deal with, or give any special status to, any of your resellers.
3.2 It is your responsibility to ensure that information given to your resellers which is relevant to the Register entry is transmitted to you in a timely manner and that the Register is updated accordingly.
3.3 Any obligation in this Contract stated to happen when you become aware of a change in Your Registrant's information or situation applies to a situation where your reseller has become aware of this information.
3.4 On request you will confirm to us whether a person or organisation is your reseller and provide us with full, accurate and up-to-date contact details for them.
4.1 We may make an initial charge for entering into this Agreeement.
4.2 We may make an annual charge under this agreement.
4.3 Any initial or annual charge will be clearly stated in your Registrar Price List.
4.4 Part of the objet or consideration for this agreement between us is that you will undertake the responsibility of being the first point-of-contact for your Registrants instead of us, and that you will handle all customer service and routine inquiries in respect of your Registrant(s) whether they are from your Registrant or from third parties.
4.5 We will provide you with enhanced facilities for domain name registrations (including various discounts on registration pricing that we may offer from time to time) in order to enable you to better serve your Registrants and carry on your business.
4.6 We make charges for services that we provide to Registrants and Registrars, such as for the registering a domain name on the Register.
4.7 We will agree from time to time what those charges are. These charges will be clearly stated in your Registrar Price List and we will give you reasonable notice (at least 14 days) should those charges change.
4.8 A domain name for which you are listed as being the Registrar shall not be required to have a Billing Contact
4.9 Entirely at your option, should you choose to do so, you may record someone on the Register as being a Billing Contact for any domain name. However, if you do this, you agree that you will only record such a Billing Contact on the Register if either
(a) it is you; or
(b) it is someone else and
(c) you have agreed with that other person or organisation that they will be jointly and severally liable at retail rates for payment of any applicable
fees in respect of the domain in the event you do not pay us.
4.10 Whether there is a third party additionally recorded as Billing Contact for a domain or not, you agree that for the purposes of the Registrar Agreement as long as you are recorded on the Register at the relevant time as being the Registrar for any specific domain name registration you will be considered (as far we are concerned) as being the Billing Contact for that domain name and having all the obligations thereof.
4.11 Your liability to pay any applicable fees in respect of any registration shall continue for as long as you are, at the relevant time, the Registrar for that registration, irrespective of whether there is a Billing Contact listed on the Register or not.
4.12 Fees will be due and shall be paid by you, out of your account, even if your Registrant does not pay you.
4.13 From time to time, we may specify procedures whereby, in the event of a cancellation of a Registration Agreement within certain time frames (such as one month after an annual fee was due), you may receive a full or partial refund of fees paid (e.g. an 'Annual Fee Grace' Period ).
5. Acceptable Use and Enforcement
5.1 We may require you to confirm to us (and provide reasonable evidence) how, and whether, you comply with the requirements of this Registrar Agreement (including any Good Practice Terms that we may publish from time to time) within a reasonable timescale set by us.
5.2 We shall deal equitably with anyone who requests domain names and have statutory obligations (such as under the Data Protection Law and its equivalent in all jurisdictions where we may collect or store personal data) to guard and protect any personal information which forms part of the Register database.
5.3 Accordingly we will have, and update from time to time, an Acceptable Use Policy which may include rules that provide for our restricting your access to our systems if you do not comply with it.
5.4 The Acceptable Use Policy may require that you declare in advance of any investigation any connections you have with another Registrar or party that has a contract with us and you must do this.
6. Starting and ending the Agreement
6.1 This Agreement begins on the date that:
(a) we inform you that we have accepted your application to be recognised as a Registrar; or
(b) if we have already recognised you as a Registrar, then either i. on the day you explicitly tell us you agree to these terms; or
ii. unless you inform us you do not agree to these terms, at midnight on the 28th day after we have provided you with a copy of these Terms and Conditions for Registrars (whichever is the later).
6.2 The Registrar Agreement shall continue indefinitely unless terminated, or suspended
6.3 Either party may terminate the Registrar Agreement without giving a reason by informing the other party not less than 28 days in advance.
6.4 If it is you that wants to terminate the Agreement you may tell us that you want some or all of the registrations that are recorded on our Register Database as having you as registrar, to be transferred by us to a Registrar Account associated with a different legal or natural person who you may specify ( the replacement registrar ) provided that you do this at the time you inform us that you wish our Agreement to end.
6.5 If the proposed replacement registrar, is, at the relevant time, already recognised by us as a Registrar we shall make the requested transfer.
6.6 If the replacement registrar you tell us of under clause 6.5, is not recognised by us as a registrar, then:
(a) we do not have to make the transfer, but despite this
(b) we may make the transfer if the proposed new Registrar meets our criteria and is acceptable to us at the relevant time.
(c) This discretionary transfer provision is without prejudice to our rights to recognise (or not) registrars at our sole discretion.
6.7 Any replacement registrar must agree to be bound by the most recent version of the Registrar Agreement.
6.8 If you do not inform us of a proposed replacement registrar who is already recognised (or is not acceptable, or does not agree to the terms of the Registrar Agreement) then we will transfer your registrants registrations (that is to say, the registrations that are, for the time being, associated with your Registrar Account) to such other registrar or registrars as we may choose at our discretion, which may include us, as legacy registrar/the registrar-of-last-resort .
6.9 If you do not comply with any term of the Registrar Agreement (whether it is a Condition of the agreement or not) we may suspend the agreement, either wholly or in part.
6.10 In doing so, and in deciding which action to take we will take into account (in addition to any relevant fact):
(a) whether the term you have not complied with has been specified as
being a Condition;
(b) the steps you have taken to resolve the problem and stop it happening again;
(c) your past conduct;
(d) the urgency of the problem; and
(e) our Acceptable Use policies.
6.11 Without affecting the operation of clause 6.9, either party may terminate or suspend this Contract by giving notice to the other if the other:
(a) breaks a condition of the Agreement or
(b) breaks a term of the Agreement that is not a condition and (where possible to put right) does not put it right
(c) does not put it right within 7 days after the other party telling them that they should do so; or
(d) puts it right and does not explain in writing (including by email) the steps that were taken to put it right within 14 days after the other party
telling them that they should put it right;
(e) has been informed of three or more previous breaches of the agreeement (whether or not they were put right) and is then given notice of a further
breach of the terms (whether or not it can be put right); or
(f) stops (or threatens to stop) trading, dies or enters any process (such as administration or liquidation) which may lead to that party not existing
any more (except for the purpose of a genuine scheme of solvent amalgamation or reconstruction), becomes en desastre,or bankrupt or
enters any form of insolvency that is broadly equivalent to desastre, bankruptcy or liquidation.
6.12 However, if the other:
(a) (being a natural person) dies; or
(b) (being a legal person) otherwise ceases to exist, then
(c) the duty to notify shall not apply and the agreement shall determine
immediately upon such decease or cessation of existence.
(d) In that event no right to any refund of monies paid shall exist except that where the other party to this contract is a natural person, and dies, then we will (upon written request by anyone shown to be the lawful heirs, executors, administrators, personal representative or other successor-in-law of the deceased) assign the benefit of this contract to them (including any credit balances), provided we receive such a request within 12 months of that person s death.
6.13 Any termination, suspension or ending of the contract will not affect:
(a) any rights of action that either party has built up,
(b) the coming into force or continuation in force of any provision of this agreement expressly, or by implication, intended to come into or
continue in force on or after the Agreement ends;
(c) the application to or validity of any wording or term which is used both in this Agreement and another one.
6.14 If we inform you that we intend to suspend or end this contract under clauses 6.3 or 6.9 you can appeal that decision to our Board of Directors by notifying the Company Secretary in writing at our Registered Address of your complaint. Within 3 working days of receiving the complaint the Company Secretary will confirm receipt and will inform you of the decision of the Board within 10 working days of issuing confirmation of receipt of the complaint.
6.15 While the Board is considering any complaint made under clause 6.14 and for a reasonable period of time after informing you of their decision (which period of time the Board may in their absolute discretion decide) the Board may order that you and we continue as if this contract was not suspended or ended. The Board may impose particular restrictions on the transactions that you may make during this period.
6.16 No action taken by us or the Board will affect our legal rights, act as a block to any right or claim or act as an admission of anything, but while the contract continues to operate in accordance, both sides are bound by the contract for that period (even if the decision that is reached is that the contract is ended and should be ended).
7. Exclusions of Liability
7.1 Nothing contained in this contract or in any other document shall operate to exclude or limit either party's liability to the other for death, personal injury caused by negligence, or for fraudulent misrepresentation.
7.2 However, subject to the above,
(a) all representations, and all warranties, whether express or implied by statute, customary law, common law or otherwise are excluded to the maximum extent permissible by the law of the Island of Alderney; and,
(b) we shall not have any liability whatsoever to you, your Registrant or any other third party in respect of any failure or inaccuracy, delay or error in the operation of our systems or the information from them.
(c) Furthermore, subject to the limitations set out in 9.1, we will not be liable on any legal basis, including the principles of law called 'tort' (or delict) for any loss to you whether arising out of this Agreement or otherwise that could be described as any of loss of revenue; loss of profits; loss of goodwill; loss of data; indirect losses; or consequential loss suffered by you even if such loss may be reasonably foreseeable.
8. Intellectual Property and Relationship of the Parties
8.1 Nothing in this Contract, or the actions we or you take because of it creates any sort of partnership, joint venture or other association between us. Neither party shall have any authority to bind the other in any way.
8.2 The Register, WHOIS database, and the data contained within them, belong to us and we can change them at any time.
8.3 As a confirmatory assignment you agree by this Contract to assign to us any Intellectual Property Rights you have in the Register if any.
8.4 You must not use any of our Intellectual Property Rights or information they protect without our written permission.
9.1 If we cannot do what we have agreed to do under this contract for reasons totally out of our control (for example, wars, terrorism, natural disasters or major accidents) that is to say, because of any event or events that are commonly referred to by lawyers as Force Majeure) then we shall be excused from having to do anything that we are unable to do until the cause is fixed (even if there should have been procedures in place to minimise such disruption).
9.2 We may make changes to the terms of the Registrar Agreement from time to time. We will inform you of changes at least 28 days before they are intended to take effect.
9.3 This Registrar Agreement, taken together with the relevant provisions in the Standard Terms and Conditions for Domain Registration regarding agents is the entire contract between you and us in relation to the topics that it covers and it replaces all earlier agreements, arrangements and understandings between you and us. However, nothing in this Contract changes or ends any contract of registration under our standard Terms and Conditions.
9.4 Nothing in this Contract is intended to grant rights to anyone other than you and us. This does not stop third parties (for example, your egistrants) from asking us to enforce our rights against you under this contract, but it means that they cannot do it themselves.
9.5 The agreement shall be governed by the Law of the Island of Alderney.
9.6 The parties agree to submit to the exclusive jurisdiction of the Alderney Court, except in matters relating to the enforcement of any judgment or in any proceedings for debt or money owed in which we are the Claimant, when the jurisdiction of the Court of Alderney shall be non-exclusive and we may (upon written notice to the Defendant and the Court concerned) issue proceedings and grant jurisdiction to the Courts of any of the British Islands, or any country or territory where you have a residence or a place of business. Upon such notice you consent, submit and agree to that jurisdiction having jurisdiction and hereby waive any right to contest that jurisdiction.
9.7 If any clause of this Contract is held to be invalid or unenforceable in whole or in part, the invalid or unenforceable wording shall be treated as if it did not exist.
Schedule 1 - Acting for yourself
9.8 When you acting for yourself you are subject to the entire Standard Terms and Conditions for Registration (as both Registrant and as Agent) and these Terms and Conditions for Registrars (as Registrar).
9.9 You agree that if we have reason to believe that you have broken our Acceptable Use Policies and through this have gained some advantage in making a registration, we may suspend that registration or cancel it altogether.