| 2. |
Terms and Conditions Applicable.
|
| 2.1 |
The following Terms and Conditions of business in conjunction with our Terms
of Use & Legal & Privacy Policy represent
the entire agreement between us and you and you agree to accept such terms
and conditions. An Agreement incorporating the Terms and Conditions will
come into effect when your offer is accepted by our duly authorised
representative. |
| 2.2 |
The Terms and Conditions shall prevail over all terms and conditions of
your customary practice or any previous course of dealing between us and
you. |
| 2.3 |
Any variation to these Terms and Conditions shall be inapplicable unless
agreed in writing by ourselves before we commence any work on your behalf.
|
| 2.4 |
Work, services or products are only supplied in strict
accordance with these terms and conditions. The provision of work,
services or products by us is only undertaken on the understanding that
you have read and accept these terms and conditions in
full. |
| 3. |
Services. |
| 3.1 |
We shall provide to you any services or products ordered by you and accepted by us. |
| 3.2 |
We reserve the right to withdraw, stop offering or cease
to provide any service, product or application entirely at our own
discretion and without prior notice. |
| 4. |
Approvals and Authority. |
| 4.1 |
Before hosting any service, product or application on the Internet we will create a
demonstration version. |
| 4.2 |
Your approval of such demonstration version will be our authority to
arrange for the Application to be placed on the Internet. We will not host
the Application on the Internet until you have expressly approved it. |
| 4.3 |
You may request us to make changes to the Application, in which case we
reserve the right to charge an additional fee for any such work for
implementing any such changes. Similarly, should you wish to change the
functionality or design of an Application which has already been displayed
on the Internet by us on your behalf, we reserve the right to charge an
additional fee in the same way. |
| 4.4 |
Your approval or instruction with regard to any product,
service or application can be oral, written, electronic or by whatever
other means may be available. |
| 5. |
Terms of Payment.
|
| 5.1 |
We will invoice you for 25% of the agreed Initial fee on receipt of you
Order and no work or service will be started until payment of this deposit
has been received in full. |
| 5.2 |
Prior to ordering any product on your behalf we will
require a deposit to be paid by you. This deposit will vary according to
the product and will form part of any agreement. |
| 5.3 |
We will invoice at the end of every Month an interim fee representing
the remaining Initial fee relative to the proportion of work carried out
at that time. |
| 5.4 |
We will invoice you for the Ongoing Charges annually in advance. Should
you require your Application to be hosted on the Internet for less than a
year, we will invoice you quarterly in advance. |
| 5.5 |
If, having requested us to develop an Application on your behalf, you
subsequently decide that you no longer wish to retain our services, you
agree to pay to us our reasonable charges for any work which we have
undertaken on your behalf prior to your informing us of your decision. |
| 5.6 |
Payment of our invoices shall be made within 14 days of the date of the
invoice. |
| 5.7 |
Interest will be charged on overdue invoices and shall accrue daily from
the date when payment becomes due until the date of payment at a rate of
5%
above LLoyds TSB Bank's base rate in force at that time, and shall accrue
at such a rate after as well as before any judgement. |
| 5.8 |
We reserve the right to withdraw the Application from the Internet if
you do not comply with our terms for payment and to terminate this
Agreement without any further notice. |
| 5.9 |
We reserve the right to vary the Ongoing Charges from time to time on
giving you one month’s written notice, whereupon you will have 14 days
during which you may give us one month’s notice to terminate the
Agreement.
|
| 5.91 |
We reserve the right to charge you for any extra incurred
expenses as a result of your breach of these terms and conditions.
|
| 5.92 |
Deposits are non-refundable.
|
| 6. |
Minimum Period.
|
| 6.1 |
The minimum period for which an Application can be hosted on the
Internet by us on your behalf is 3 months. Thereafter, the Agreement shall
continue from quarter to quarter until terminated in accordance with the
Terms and Conditions.
|
| 6.2 |
Any other minimum periods for other products or services
will be agreed as necessary.
|
| 7. |
Copyright and other Intellectual Property.
|
| 7.1 |
We expressly reserve all or any intellectual property rights of whatever
nature including without limitation any copyright or unregistered trade
marks arising in or from any Application created by us for you, or created
by us in association with you and you hereby assign all or any such rights
to us.
|
| 8. |
Our Liability.
|
| |
We shall have no liability under this Agreement in respect of:- |
| 8.1 |
The accuracy or truthfulness of the content of any Application. |
| 8.2 |
Any failure or delay in our performance of this Agreement attributable
to any act of God, war, strike, lockout, industrial action, fire, flood,
power failure, accident or other event beyond our control, including,
without prejudice to the generality of the above, any break in connection
to all or any part of the Internet beyond our control or when repairs
and/or maintenance are required for any equipment or apparatus used in the
provision of the Services. In the event that such suspension of the
services continues for more than 48 hours, we or you may serve notice on
the other terminating the Agreement |
| 8.3 |
Any indirect or consequential loss resulting from any breach of
contract, negligence, non compliance with any statutory requirements or
any other tort on the part of us or any of our officers, employees or
agents. |
| 8.4 |
Any errors in the information you provide and which are included in the
Application when such errors have not previously been notified in writing
to us by you. |
| 8.5 |
Any liability or loss you incur as a result of any alteration or
adaptation of the Application by any unauthorised third party. |
| 8.6 |
We shall not be liable to refund any Initial fee or Ongoing Charge paid
by you in the event of any of the situations provided for in this Clause
8.
|
| 8.7 |
Any advice given in respect of software, hardware, programming, design,
purchasing, hosting, training, upgrading, installing or any other advice,
suggestion, recommendation or otherwise of any product or service provided
by us or by a third party, whether introduced by us directly or indirectly
is accepted by you as an opinion and as such you agree that prior to
acting on any of the aforementioned that you will first obtain
professional advice. You further agree to indemnify us of all liability
with regard to any decision or action performed by you that may or may not
be a direct or indirect result of any contact or dealing with us. |
| 8.8 |
If for any reason whatsoever we are unable to provide an
agreed product or service in accordance with these terms and conditions
our liability shall be limited in it's entirety to a proportional refund
of any fees paid by you for the service or product.
|
| 9 |
Client Liability and Obligations.
|
| 9.1 |
You will only use our services for lawful purposes and will not use them
for any indecent or malicious purpose. Information submitted for inclusion
into an Application must not infringe any third party intellectual
property rights or any similar kind of applicable legislation or
regulations, nor must it be scandalous, defamatory or obscene and we
retain the right to approve all information submitted by you for inclusion
in the Application and may at our absolute discretion refuse to include
all or any such information. |
| 9.2 |
You are responsible for obtaining copyright and/or any other
intellectual property clearances for the content, including, but not
limited to, pictures, artwork and music of any content prepared by us on
your behalf. |
| 9.3 |
You agree to indemnify and keep us indemnified against all or any
damage, liability, claims, costs, expenses or losses whatsoever suffered
or otherwise incurred by us directly or indirectly as a result of any
content or any other work prepared for you by us and approved by you
either orally or in writing, whether civil or criminal.
|
| 10 |
Termination.
|
| 10.2 |
We may, by written notice, terminate the Agreement between us
immediately upon the happening of any of the following events
(“Termination Events”):- |
| 10.2.1 |
You fail to pay any invoice which has become due; |
| 10.2.2 |
You commit a material breach of any of the terms of the Agreement
between us; |
| 10.2.3 |
You enter into or propose a voluntary arrangement or composition with
your creditors or reconstruction of your debts or your directors make a
declaration of solvency for the purpose of a members’ voluntary winding
up, or if notice is given of a creditors’ meeting in connection with a
creditors’ winding up, or if a special resolution is passed that you be
wound up by the court, or if an administrative or other receiver is
appointed, or if the court makes and administration order or order that
you be wound up by the court, or if you cease to carry on business or are
unable to pay your debts within the meaning of the Insolvency Act 1986
Section 123. |
| 10.3 |
Should we decide to terminate the Agreement between us immediately upon
the happening of a Termination Event, we reserve the right to exercise any
other rights which we may have against you. |
| 10.4 |
We reserve the right to remove from the Internet any Application which
we display on your behalf should a Termination Event occur. |
| 10.5 |
Should we terminate the Agreement due to a Termination Event, we will
not refund to you any monies paid by you to us.
|
| 11. |
Right to Assign.
|
| 11.1 |
This Agreement is personal to you and you may not assign it without our
prior written consent.
|
| 12. |
Governing Law.
|
| 12.1 |
The Agreement between us shall be governed by the law of England and
Wales. |
