Updated 16th January 2008

1. Contract Terms

1.1 We agree to provide the Services to you on the following terms and conditions. Any other terms and conditions contained in any purchase order issued by you or in any other document are excluded unless their inclusion is expressly agreed in writing (which, in this Agreement, includes email).

1.2 In these terms and conditions:

2. Our Obligations

2.1 We shall deliver the Services to you in accordance with this Agreement. We shall use all reasonable endeavours to comply with any agreed timetable for the delivery of the Services, but the time of delivery shall not be of the essence.

2.2 You are responsible for the provision of all textual content for any project, unless otherwise agreed in the Contract Details or in writing.

2.3 We will ask you to review the appearance and content of the materials we produce for you both during their production and when completed. Such materials will be deemed to be accepted and approved by you unless you notify us otherwise within ten (10) days of the date the materials are made available to you, and we reserve the right to charge at our standard rates for any rework you ask us to do afterwards.

3. Your Obligations

You agree that you:

3.1 will ensure that your employees co-operate with us in relation to the provision of the Services; and

3.2 will promptly give us such information as we may reasonably request for the proper and efficient provision of the Services.

4. Internet Hosting Services

Where any Internet Hosting Services are provided, the following terms shall apply:

4.1 So far as is practicable the services will be available on a 24 hour 7 day basis; it is however technically impossible to provide a fault-free service, and the services are provided 'as is' and with any faults or failings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitation any implied warranty of accuracy, completeness, quality, continuity of service, connectivity, merchantability, fitness for a particular purpose or non-infringement (other than warranties not lawfully capable of exclusion), and whilst we will use reasonable efforts to ensure that they are available at all times and to keep unavoidable interruptions to a minimum, there will inevitably be times when the services are unavailable.

4.2 You acknowledge that, because of the nature of the Internet, there may be times when difficulty or delays are experienced either in accessing the Host Server from the Internet, or by any individual in securing a reliable connection to the Internet from which to access the Pages.

4.3 While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or misrouting of email or any other failure of email.

4.4 You undertake that any material contained in or linked to its Website and (if applicable) contained in its discussion group, chat room or bulletin board ("Material") must comply with the following basic standards, in relation to all applicable laws:

4.4.1 All information and activities must be legal, decent and honest.

4.4.2 Data protection legislation must be adhered to in order personal information is not collected or traded or disclosed illegally.

4.4.3 Distance selling requirements as relate to on-line activities must be complied with.

4.4.4 All other trading standards and laws and regulations as the same apply from time to time.

4.4.5 We reserve the right to remove any material which we deem inappropriate from your website without notice to you.

4.5 The Client will comply with generally accepted principles of Internet usage (whether governed by the laws of any jurisdiction or not) including:

4.5.1 refraining from sending "spam mail" (i.e. unsolicited mass communications).

4.5.2 not sending mail bombs, Trojan horses, viruses or other disruptive programs or devices.

4.5.3 not pirating or otherwise illegally copying software or other proprietary material.

4.5.4 not violating the security of any Website or engaging in unauthorised decryption of protected material.

4.6 The Client is solely responsible for the accuracy, legality, currency and compliance of its own Material and Website and will be solely liable for false, misleading, inaccurate, infringing or other actionable material contained or referred to therein.

4.7 The Client is solely responsible for maintaining the confidentiality and security of its Internet account and usage including use of its unique logon ID.

4.8 The Client acknowledges and agrees that we may be required by a law enforcement agency to monitor Website content and traffic and if necessary give evidence of the same together with use of the logon ID to support or defend any dispute or actionable cause or matter which arises in relation to the same.

4.9 The Client agrees to indemnify and keep indemnified us, our successors and assigns, and each of their respective directors, officers, employees and agents (collectively "Hosts") from and against any and all liability, damages, losses, claims ( including reasonable legal fees) resulting in any way from its use of and from any Material posted on its Website, to its discussion groups or from any other matter relating to this Agreement including but not limited to use of the information contained on the Website, from discussion groups or arising from any introduction or collaboration resulting therefrom or otherwise arising from the Website.

4.10 The Client waives any right to bring any claim or action against the Hosts for any loss, damage or injury arising from use of the Website or any Material from the Website or from any relevant Code of Conduct.

4.11 The Client undertakes to comply with any relevant Code of Conduct of which it has been notified and acknowledges and agrees that we are entitled at any time and without notice to remove the Website from its Server and/or bar access to the same in the event of any violation or alleged or suspected violation of such Code of Conduct or if otherwise authorised so to do by a competent law enforcement agency.

5 Domain Names

Where services to be provided under these terms include the acquisition and/or hosting of internet domains, the following terms shall apply:

5.1 We will use reasonable endeavours to register domain names as agreed.

5.2 We will provide all necessary administrative services, including delegating that domain, and maintaining primary and secondary Domain Name Servers.

5.3 No refund may be given once an order has been placed by us with a third party for a domain name.

5.4 You confirm and warrant that you are the owner of, or that you have been and are duly authorised by the owner to use, any trade mark or name requested or allocated as your Name.

5.5 You acknowledge that we cannot guarantee that any Name you request will be available or approved for use.

5.6 We have the right to require you to select a replacement Name and may suspend the Service if, in our opinion, there are reasonable grounds for us to believe that your current choice of Name might infringe the rights of any other person or company, whether in statute or common law, in a corresponding trade mark or name.

5.7 If the Service includes the registration of an Internet domain name you acknowledge and agree that:

5.7.1 we do not represent, warrant or guarantee that any domain name applied for by you or on your behalf will be registered by in your requested name or is capable of being registered by you or that the use of such domain name by you will not infringe any third party rights. Accordingly, you should take no action in respect of your requested domain name(s) until you have been notified that your requested domain name has been duly registered and we shall not be liable for any such action taken by you.

5.7.2 The registration of the domain name and its ongoing use by you is subject to the relevant naming authority's terms and conditions of use and you undertake to us that you will comply with such terms and conditions. You hereby irrevocably waive any claims you may have against us in respect of any decision of a naming authority to refuse to register a domain and, without limitation, you acknowledge and agree that any administration or other charge paid by you in respect of the registration of the domain name is non-refundable in any event.

5.7.3 We accept no responsibility in respect of the use of a domain name by you and any dispute between you and any other individual or organisation regarding a domain name must be resolved between the parties concerned and we will take no part in any such dispute. We reserve the right, on becoming aware of such a dispute concerning a domain name, at our sole discretion and without giving any reason, to either suspend or cancel the relevant service associated with the domain name, and/or to make such representations to the relevant naming authority as we deem appropriate.

5.7.4 You are responsible for domain name renewal and recognise that you must inform us as to your intentions regarding renewal of your domain name or names.

5.8 Any Internet Protocol (IP) address allocated by us to you shall at all times remain our sole property and you will have a non-transferable license to use such address for the duration of this Agreement. If this Agreement is terminated for whatever reason, your license to use the Internet Protocol address shall automatically terminate and thereafter you.

6. Supply of Hardware and/or Software

In the course of the Services we may occasionally supply or install items of third party hardware or software. Where we do so:

6.1 we shall use reasonable skill and care in specifying any such items;

6.2 we shall not be responsible for the performance of any software supplied, which will be licensed to you by the third party licensor; and

6.3 we warrant that any hardware supplied will perform in accordance with its specification for a period of 90 days from the date of supply, and will endeavour to transfer to you the benefit of the third party manufacturer’s warranty.

7 Payment

7.1 You must pay our charges for the Services as specified in the Contract Details or otherwise agreed between us in writing.

7.2 A minimum non-refundable deposit of 25% of the Proposal’s total cost, shall be required prior to the provision of the Services by us. Payment of this deposit, signifies acceptance of these Terms and Conditions.

7.3 Any work performed in addition to the Services described in the Contract Details, will be charged for on an hourly basis at our standard hourly rate.

7.4 Save where the Contract Details provide for payment on a particular date or on a particular event, our terms of payment for all charges are 30 days after the date of invoice. In the event of late payment we reserve the right to charge interest on the outstanding balance at the Statutory Rate.

7.5 Unless agreed otherwise in writing, all our charges are exclusive of any applicable value added or other tax, which will be added to our invoices sent to you.

7.6 The final payment will be due upon deployment of the Services, except where work on a website has been completed but it has not been made ‘live’, the final payment will be due after 30 days.

7.7 We reserve the right to suspend the Services (including, without limitation, any web hosting we do for you) if our charges are overdue for payment by you. We shall have no responsibility to you for any loss (including, without limitation, loss of data) that you may incur if we do so.

7.8 You agree to indemnify us for any legal costs we incur if we decide to instruct solicitors or other third parties to recover any sum that is due to us from you. Cheques that are returned by your bank due to insufficient funds will incur an administration charge of £30 and your payment will be deemed to be overdue immediately.

8. Retainer Basis

8.1 This clause applies if the Contract Details specify that Services are to be provided to you on a retainer basis.

8.2 The retainer payment specified in the Contract Details entitles you to the number of days per month that are also specified in the Contract Details. The monthly payment must be made even if no Services are requested, but unused days may be carried forward for a maximum of six months. Any work required in excess of the specified number of days in any month (after allowing for any days carried forward) will be charged at our standard hourly rates from time to time.

8.3 The retainer arrangement between us under this Agreement will continue for a minimum period of 12 months from the Start Date specified in the Contract Details. It can be terminated by you or by us on three months’ written notice, to expire at any time after the minimum period.

8.4 We may increase the retainer payment by written notice to you with effect from each anniversary of the Start Date. However, if you do not wish to accept an increase you may give us three months’ notice to terminate this Agreement. In such circumstances the retainer payment will not be increased for the notice period.

9. Intellectual Property

9.1 Provided that we may suspend or terminate such licence if you fail to pay us any sum payable under this Agreement when due, we grant you a non-exclusive and non-transferable licence to use in the course of your business any original materials that we create in the course of providing the Services. Subject to such licence, all intellectual property rights in such materials shall belong to us.

9.2 You grant us a licence to use any relevant intellectual property rights for the limited purpose of providing the Services to you, and you warrant to us that you have the right to grant such licence. You shall indemnify us against any claim that our use of such rights in the course of providing the Services infringes the rights of any third party.

9.3 We shall be entitled to a design credit on any webpages or other materials that we design or create in the course of providing the Services.

9.4 We grant you a license to have the materials that we create in the course of providing the Services, edited and/or maintained by another provider, after the Services have been completed but only if the materials are used within their originally design intent. Intellectual property rights in any unedited materials shall remain with us.

9.5 We do not grant you a license to use the materials that we create in the course of providing the Services, for other purposes or for reselling.

10. Termination

10.1 Either we or you shall be entitled to terminate this Agreement immediately by written notice to the other if the other commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy it within 21 days after receipt of a written notice giving full details of the breach and requiring it to be remedied.

10.2 Either of us can also terminate this Agreement if the other is the subject of a bankruptcy order (or the equivalent in any other jurisdiction) or the other becomes insolvent or make any arrangement or composition with, or an assignment for the benefit of, its creditors or if any of its assets are the subject of any form of seizure. If either of us is a company, the other can terminate this contract forthwith if the first party goes into liquidation, either voluntary or compulsory, or if a receiver or administrative receiver or administrator is appointed.

10.3 No refunds are given on expenses already incurred by us, during the undertaking of the Services. This includes domain name registration and website hosting packages supplied.

10.4 On termination of this Agreement:

10.4.1 No refunds will be given on Deposit payments.

10.4.2 Refunds will only be considered and applicable, to value of the amount already paid (not including the Deposit and other expenses), minus the number of work hours spent multiplied by our standard hourly rate.

11. Liability

11.1 We warrant to you that we will supply the Services with reasonable skill and care. We accept liability for our own negligence, but only to the extent stated in this clause.

11.2 Nothing in this Agreement shall be construed as restricting or excluding our liability for death or personal injury resulting from our negligence or for fraud.

11.3 Our liability to you under this Agreement in any year of this Agreement, whether in respect of breach of contract, tort (including negligence), breach of statutory duty or otherwise, shall in no event exceed the higher of the sum specified in the Contract Details and the amount of any sum recovered by us under any relevant policy of insurance. For the purpose of this clause the years of this Agreement start on the date of the letter to which these terms and conditions is attached and each anniversary of that date.

11.4 Subject to the immediately preceding sub-clause, we shall be liable to you in respect of all direct loss or damage caused by our acts or omissions and those of our employees, agents or sub-contractors, other than Excluded Loss. In this clause the expression "Excluded Loss" means all economic loss (including loss of business, revenue, profit, goodwill and anticipated savings), lost management time and loss of data, whether incurred directly or indirectly, or any indirect or consequential damage whatever, either in contract, tort (including negligence) or otherwise.

11.5 For the avoidance of doubt, we are not responsible for any modifications, enhancements, additions, deletions or alterations made to your system or any part of it by anyone other than us at any time. Any work that we may agree to do to remedy the consequences of any such action will be charged for.

11.6 The terms of this Agreement are in place of all warranties, conditions or other terms implied by statute or otherwise that relate to quality, fitness for purpose or compliance with description, all of which are excluded to the fullest extent permitted by law.

12. Force Majeure

We are not liable for any breach of this Agreement caused by matters beyond our reasonable control, including, but not limited to, Acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving our employees), failures or interruptions of electricity supplies, weather of exceptional severity or acts of local or central government or other authorities.

13. General

13.1 Each of us agrees to keep secret and treat as confidential all information obtained from the other which is either stated to be confidential or could reasonably be regarded as confidential, and not to disclose such information to any person other than as required for the proper performance of the party's obligations under this Agreement.

13.2 Any notice to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified under this provision to the party giving the notice.

13.3 No waiver or any amendment to these terms shall be effective unless in writing and signed by both you and us. Each party confirms that it has not relied upon any representation not recorded in this Agreement inducing it to enter into this Agreement.

13.4 A person who is not a party to these terms may not enforce any of them under the Contracts (Rights of Third Parties) Act 1999.

13.5 If any dispute arises out under this Agreement (other than a failure to pay an undisputed sum) we will both attempt to settle it by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.

13.6 This Agreement shall be governed by the laws of England and we both agree to submit to the non-exclusive jurisdiction of the English Courts.