TERMS & CONDITIONS

1. The Contract

1.1 These terms and conditions shall apply (for the avoidance of doubt the term ‘terms and conditions’ includes our service level agreements) in respect of your order for the Services specified in our order confirmation. Any order for Work shall be deemed an invitation to treat until such time as we have confirmed our acceptance of your order.

1.2 These Terms and Conditions shall govern the contract between us to the exclusion of any other terms and conditions.

1.3 These Terms and Conditions shall not be varied unless expressly agreed in writing by us. In entering into the contract you acknowledge that you are not relying on any representation understanding or statement contained in any brochure, price list or sales literature or any other representation, (whether oral or in writing,) which is not included or referred to in either these Terms and Conditions, our order confirmation or our service level agreement.

1.4 You may not cancel any order which has been accepted by us unless we agree in writing. If we agree to the cancellation of an order you will indemnify and keep us indemnified in full against all loss (including but not limited to loss of profit) costs damages claims and or actions incurred by us including but without limitation to third party claims which have arisen as a result of or in connection with your cancellation.

1.5 The minimum contract term for hosting and technical support services is 12 months unless otherwise stated. Fixed term contracts will be renewed automatically for further periods of 12 months at the end of the term unless terminated in accordance with these terms and conditions.

1.6 Unless otherwise confirmed by us in writing the quality quantity and description of the services to be provided by us shall be as set out in our order confirmation. You will be responsible for ensuring the accuracy of the terms of any order. Where we are to supply goods and/or services to a specification supplied by you, you shall deliver to us all necessary information (including details of any design or plan) in sufficient time to enable us to supply the goods and/or provide the services by any dates estimated for delivery ad or performance of the same. Time is not of the essence in the delivery of the goods and/or performance of the services and we shall not be held liable in any respect for our failure to meet the estimated date of delivery or performance.

1.7 You confirm that you have the requisite authority to use all plans and designed supplied to us and shall indemnify us against all losses, expenses, damages and costs incurred by us as a result of our use of any design or plan supplied by you including (but not limited to) those incurred by us in respect of any claim by a third party for infringement of any patent, copyright, design, trademark or other industrial or intellectual property right or for negligence, whether in respect of personal injury or death or otherwise.

1.8 Where a design is provided by us exclusively and in absence of any prior written agreement between both parties, all patent, copyright, design, trademark or other industrial or intellectual property rights shall remain vested in us. You will be granted a perpetual non-exclusive licence to use the design.

1.9 In the event that you wish to make amendments to your order after work has commenced or you require us to undertake work which has not been specifically quoted for by us you will be liable for the cost of the additional work undertaken. In such event we will issue you a revised quotation incorporating these changes.

2. Pricing and payment

2.1 Unless otherwise specifically agreed by us in writing all prices quoted are valid for 30 days only. We reserve the right to withdraw or alter any quote at any time before it is accepted by you without notice.

2.2 We may at any time whether before or during work, increase the price of the Services to reflect an increase in costs which is caused by any change to quantities or specifications requested by you or any delay caused by you. Additionally we reserve the right to charge you for any out of pocket expenses which we reasonably incur and we shall on your request supply you with evidence of payment of such expenses. We also reserve the right to pass on any increase in costs from any suppliers we use to you.

2.3 Where the Goods or Services are provided to you in instalments, while each instalment will constitute a separate contract, our failure to provide one or more of the instalments shall not entitle you to terminate the contract as a whole.

2.4 We may submit invoices or further invoices in respect of any increased or additional costs at any time following the date of delivery of the work undertaken notwithstanding that any previous invoice in respect of the contract may have been issued.

2.5 We may submit interim invoices prior to the completion of the contract and expenses incurred.

2.6 Our invoices must be paid in full without deduction for set off or counterclaim in cleared funds within 30 days or such other timescale as previously agreed in writing by us of the date shown on each invoice and time for payment of any invoice shall be of the essence.

2.7 Time shall be of the essence in respect to payment of our invoices. You shall not be entitled to deduct any amount from the price by way of set off or counterclaim or for any other reason. If you do not pay the price set out in our invoice (the “Price”) in full and in cleared funds in accordance with clause 2.6 then, in addition to any other rights we may have, we shall be entitled to bring an action against you for the Price (even if possession of any goods to be supplied has not passed to you) and/or cancel the agreement between us and/or suspend any further deliveries to you and/or charge you interest on the outstanding amount at the rate of 8% per annum above the base rate of Barclays Bank plc calculated on a daily basis and this rate shall apply both before and after the issue of any legal proceedings we may take against you to recover any unpaid amount together with any charges incurred, including but not limited to bank charges, by us.

3. Retention of title

3.1 You will only own those items supplied by us once our invoices have been paid in full. Until then they belong to us. Until ownership of the goods has passed to you, you will hold the goods on a fiduciary basis as our bailee. You will ensure that the goods can be identified and separated from other goods held by you by storing separately or labelling them. Until the goods belong to you we may at any time require you to return the goods to us and, if you fail to do so immediately, to enter any of your premises or any third party premises where the goods are stored and repossess the goods.

4. Delivery

4.1 We may deliver the goods and or services in instalments in any sequence and any default or failure on our part in respect on one or more installments will not terminate the contract in respect of any goods and or services previously delivered or yet to be delivered.

4.2 If a price is quoted for delivery then, unless otherwise specified the price quoted is for delivery for the goods to your address as set out in the contract and a charge may be made to cover any extra costs involved for delivery to a different address.

4.3 You shall be responsible for inspecting the goods and or work done on delivery for any apparent defects. If any defects are discovered during this inspection, you must notify us within 3 days of delivery. Your acceptance will be made to us either by expiry of 3 days without notice that the Goods are defective or by virtue of you or your representative either confirming acceptance of the same. Anybody presenting themselves to us as acting on your behalf in order to accept the Goods shall be deemed to be your representative and as such has all relevant authorities to sign the delivery receipt confirming your acceptance of the Goods.

5. Claims

5.1 – We hereby warrant that all services will be performed with all due skill and care and unless otherwise stated, that the Goods supplied will be free from defects and by way of remedy in respect of the services shall at our option either (1) repair or (2) replace or (3) offer a full or partial refund or (4) any combination of (1), (2) or (3) PROVIDED THAT

  • the defect was not capable of being apparent on inspection (or in the case of bugs on websites we have built the bug arises within 12 months of us building the website)
  • the defect complained of is not due to a fault with the specification provided by you
  • the goods (where relevant) have been properly maintained and fitted in accordance with our recommendations
  • you notify us within 3 days of delivery
    any goods alleged to be defective have been stored in a secure place and made available to us together with the original packaging for inspection on our request
  • no attempt by any third party or you has been made to remedy the defect
  • we have confirmed the defect

5.2 We will not be liable for any claims, unless the above requirements have been complied with.

5.3 No warranty, guarantee or other term relating to quality or fitness for purpose is given in respect of the goods and or services supplied by us

5.4 We make no guarantee that following performance of any marketing services your website will receive any particular levels of internet traffic or that any traffic if so generated will result in increased business for you.

6. Liability

6.1 Subject as expressly provided on these conditions all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.

6.2 Where any valid claim in respect of any work which is based on any defect in the quality condition of the work or its failure to meet specification is notified to us, we may replace or re-supply the work (or the part in question) free of charge or, at our discretion, refund to you the price of the work (or a proportionate part of the price), but we will have no further liability to you.

6.3 Except in respect of death or personal injury caused by our negligence, we will not be liable to you by reason of any duty at common law, or under the express terms of contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs expenses or other claims for consequential compensation whatsoever (and whether caused by our negligence of our employees or agents or otherwise) which arise out of or in connection with the supply of work or its use or resale by you except as expressly provided in these conditions.

6.4 If we are liable in accordance with the terms of the contract for some or part of the work the contract will remain in full force in relation to the other parts of the work and no set-off or other counterclaim will be made by you against or in respect of such other parts of the work.

6.5 You may not bring a claim for any defect arising from any design or specification provided or made by you or if any adjustments, alterations, adaptations or other works have been made by any person other than us.

6.6 ‘An event of force majeure’ means an event or circumstance beyond our reasonable control including (but without limitation to) any act of God, failure or shortage of power supplies, the act or omission of any telecommunications carrier, internet service provider. We shall not be deemed to be in breach of these terms and conditions or otherwise liable to you for any delay in performance or any non-performance of our obligations in providing the Goods or Services if and to the extent that the delay or non-performance is due to an event of force majeure.

7. Hosting

7.1 ‘Hosting’ means the provision of a shared or dedicated resources for the storage of website files, applications and email services, connected to a high speed network

7.2 You acknowledge that you have no right, title or interest in any IP address allocated to you by us and that any IP address so allocated is done so as part of the Services and is not portable or otherwise transferrable by you in any manner whatsoever. You agree that you will have no right title or interest in the IP address upon termination of this agreement and that the acquisition by you of a new IP address for your website following termination of this Agreement shall be your exclusive responsibility.

7.3 If an IP address is renumbered or reallocated by us, we shall use reasonable endeavours to avoid any disruption to you.

7.4 If and to the extent that you require use of any software supplied by us in order to use the Services we shall grant you a royalty-free, worldwide, non-transferrable, non-exclusive licence to use the same in object code form only. You have the right to authorise your employees, agents and third party consultants (if any) and contractors to use the same as aforesaid provided that such use is consistent with these terms and conditions.

7.5 You agree to grant to us a royalty-free, worldwide, non-exclusive licence to use any software supplied by you in relation with performing our obligations under these terms and conditions in connection with providing the Services.

7.6 For the avoidance of doubt nothing in clauses 7.4 and 7.5 above transfers or grants any right title interest or intellectual property rights in the software so used and it is hereby agreed that you will make no copies of any software provided by us save whereby our express written consent is given.

7.7 The website we host for you shall be available to visitors pursuant to the Services for that time as specified in our service level agreement. Where the website is not so available you will be credited with an amount calculated monthly as an aggregate of all downtime events. For the purposes of these terms and conditions ‘Downtime’ means any service interruption in the availability to visitors of the website pursuant to provision of the Services but only if the interruption is due to a default by us resulting in Downtime.

7.8 Outages, including emergency and previously scheduled windows for router, switch or server maintenance, are not to be included in Downtime calculations. We shall take all commercially reasonable efforts to provide you with previous email notification of all scheduled and emergency outages. We shall notify you of any report of Downtime and investigate it using suitably qualified personnel as soon as reasonably practicable after becoming aware of it and shall remedy the Downtime as soon as reasonably practicable.

7.9 You shall not distribute any content on the website any material or other information that:

  • Infringes any intellectual property rights;
    Is in breach of any law, statute or regulation;
  • Is defamatory, libelous, unlawfully threatening or harassing;
  • Is obscene, pornographic or indecent;
  • Contains any viruses or other computer programs intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any personal information

7.10 For the further avoidance of doubt, we shall have no liability for the contents of any communication transmitted by virtue of the Services

7.11 You acknowledge and agree to grant to us a non-exclusive, royalty free licence during the period when we provide the Services to use store and maintain content on a server for the purposes of providing the Services in accordance with these terms and conditions. We shall be entitled to make such copies as may be necessary to perform our obligations herein, including back up copies of content. For the avoidance of doubt, nothing in this clause transfers or grants us any right title or interest in any intellectual property rights in your content, except for any rights expressly granted herein.

7.12 You warrant to us that:

7.12.1 our use of your content or software supplied by you shall not infringe any third party intellectual property rights

7.12.1 you have the right power and or authority to licence the content and your software to us.

7.13 We shall accept no liability for any loss of data. Where backups are provided, no liability can be accepted for their integrity.

7.14 Our hosting service will be available 99.9% of the time in any given month. No liability is accepted for downtime of the server unless this downtime for the term of the contract exceeds 0.1% of the possible available time (calculated monthly). In the event of downtime in excess of this level we will credit back 50% of the monthly charge payable by you. Clients must request such credit within seven days after service unavailability. This uptime guarantee does not relate to speed of page delivery, or page loading which may be affected by the client’s internet connection speed or other factors beyond our control.

7.15 The minimum hosting term is twelve months unless otherwise stated. Hosting will be renewed automatically for further periods of 12 months at the end of the term unless terminated in accordance with these terms and conditions. If you wish to terminate the agreement we require thirty days written notice prior to the renewal date, where a charge may be incurred for termination. We may terminate this agreement at any time by providing you with thirty days’ notice. In this case, we will return all files to you on CDROM.

7.16 If you choose to store credit card information on your website, you do so at your own risk. As the administrator for your website, you are responsible for deleting the customer’s order after processing to ensure the details are removed. We can provide secure credit card processing at extra cost, if so required.

7.17 We may include footer links on any page of any website hosted with us. We will ensure these footer links are styled in a non-intrusive font and style in order to avoid these links becoming prominent in the website design. These links will be included unless expressly requested otherwise by you.

7.18 Where you provide the hosting provision (or an alternative third party suggested by you) we reserve the right to charge for investigation of this hosting provision prior to use, and for uploading of the website and testing on this provision.

8. Miscellaneous

8.1 Any notice required to be given by either of us to the other shall be in writing addressed and posted first class to the relevant party's registered office or principal place of business and shall be effective on the third day of posting.

8.2 No waiver by us of a breach of any provision in these terms and conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provisions.

8.3 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions and the remainder of the provision in question shall not be affected.

8.4 We may terminate the Agreement without penalty or compensation between us immediately if you become unable to pay your debts or enter into compulsory or voluntary liquidation (other than for the purpose of affecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different entity shall agree to be bound by and assume your obligations under these terms and conditions) or if you compound with or convene a meeting of your creditors or have a receiver or manager or an administrator appointed of your assets or cease for any reason to carry on business or take or suffer similar action which in our opinion means that you may be unable to pay your debts.

8.5 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions.

8.6 These terms and conditions shall be governed by the laws of England and Wales.