SME Media (UK) LtdTERMS OF AGREEMENT | 16-10-2013
The named Client (hereafter referred to as the “Client”) is engaging SME Media UK (ltd) a registered company No.8664746 (hereafter referred to as the “Developer”) for the specific purpose of developing and/or improving a website to be installed on the Developers web space, or the Clients independently obtained web space.
SME Media UK is located Drake House, Drake Avenue, Staines-upon-Thames, TW18 2AW. The Developers website lists their current features and services available – learn more at www.smemedia.co.uk
2. CHANGES TO TERMS
The Developer reserves the right to alter these terms at anytime, without prior notice or warning. All changes or modifications will come into effect immediately upon posting to them to the Developers website. In the unlikely event that the Developer is unable to fulfil part of a previous agreement – a refund or an alternative will be offered.
3. CHANGES TO PRICING
The Developer reserves the right to change their prices at anytime, without prior notice. Any prices on their website are only “guide prices” and actual quotes may differ. All new and existing Clients will be charged based on the most recent guide prices, shown on the Developers website. Services and features may also be altered at anytime.
Existing agreements and quotes will be based on prices applicable at the time of purchase, for the initial website development. However, the most up-to-date prices are immediately applicable to site management and ongoing costs – this includes, but is not limited to, the cost of additional pages, modifications or hosting for example.
4. WORK FLOW / DEVELOPMENT PROCESS
The total time to complete a project varies depending on the size and complexity of a website, and the speed at which the Client communicates and provides their content to the Developer; therefore no guarantees can be made.
• Consultation – the Client must provide their requirements and or specification to the Developer.
• Deposit – a 50% deposit is due before work commences, refer to “payment” section.
• Design draft – the Developer provides a screenshot as an estimation of the completed websites appearance.
• Content – the Client must provide all content necessary for completion within 20 days of the start date. If the content is not supplied the Client agrees to pay for the site un-populated.
• Going online – the Developer obtains online features, such as a domain name, for the Client to use. The Client agrees to a link from their site to www.smemedia.co.uk to show that they have developed the Clients site.
• Completion – the point in time where all services contemplated in this agreement have been fulfilled. (Unless this the Client has not supplied content, in which case the Client agrees to pay for the unpopulated site)
• Full payment – the remaining 50% balance, plus other costs, must be paid within 15 days of completion.
5. CONSULTATIONS AND COMMUNICATIONS
The Client must provide their business details, their requirements and or specification to the Developer. The Developer will only meet with or visit the Client, or designated representatives, at their own discretion. Face to face meetings are not essential for development, however they are recommended. No quote or consultation fees will apply unless stated in advance by the Developer. All advice given to the Client by the Developer is given in goodwill; the Client understands that the Developer cannot provide legal advice and that they are solely responsible for the
resulting consequences of any decision made based on the recommendations or advice given by the Developer.
A. PAYMENT METHODS ACCEPTED
The Developer only accepts Cash, Cheque, Bank Transfer and Direct Debit valid payment methods. When payment is made by cheque, it must be written to “SME Media (Uk) Ltd”.
The Client is responsible for ensuring that the Developer receives full, valid payment on time. Please be advised that overdue payment will be subject to a 5% accumulative daily interest. Work will not commence until valid payment is received successfully.
The Developer requires a 50% deposit to commence work. Alternatively, the Client can pay 100% up-front if they are able to do so. If the total cost is less than £55, full 100% payment is required in advance to commence work.
C. ADDITIONAL EXPENSES
Additional expenses are costs incurred by the Developer to obtain assets or services which were not included in the original agreement. The Developer must inform the Client of the cost prior to obtaining assets or services. The Client agrees to reimburse the Developer for any Client requested expenses, such as the purchase of photography, during the project. All fees and additional expenses incurred during the project must be paid within 14 days of completion.
The Developer will inform the Client upon completion of the project. Full payment of the remaining 50% balance, plus any fees or additional expenses incurred, must be paid within 15 days of completion.
E. FAILURE TO PROVIDE VALID PAYMENT PROMPTLY
Overdue payments will be subject to a 5% accumulative daily interest.
If any payment is not received from the Client when it is due, no further work will be completed until the necessary valid payment is received in full.
The Developer reserves the right to execute what they deem as appropriate actions to secure assets and or valid payment. This may include, but is not limited to: reclaiming work, designs, planning, content and files; removing features; changing the account passwords for facilities, such as Google Analytics or web hosting; taking a website, its files, and services offline; or legal action. If a payment delay is anticipated, the Client must alert the Developer to discuss potential problems in advance. Alternative arrangements may only be made at the Developers discretion.
7. FEATURES – DESIGN AND DEVELOPMENT
Unless otherwise stated – this agreement contemplates the creation of a website. Specific details of the agreement, and the features which are included, are outlined either on the Client’s contract or on a receipt/invoice.
F. SEARCH ENGINE OPTIMISATION (SEO)
This agreement contemplates the use of on-page SEO techniques to optimise the Clients website. This includes, but is not limited to: creating unique, accurate page titles; use of the “description” Meta tag; use of the “copyright”
Meta tag; use of the “keywords” Meta tag; alternate image text; efficient URL structure; and other practices deemed necessary or appropriate by the Developer. No guarantees can be made regarding the effectiveness of this service.
G. CROSS BROWSER COMPATIBILITY
Compatibility is defined as all critical elements of a page being viewable in multiple web browsers. Our agreement contemplates the creation of a website viewable by the most common web browsers. The website will be tested for compatibility using Microsoft Internet Explorer 9, Mozilla Firefox 5, and Google Chrome 12, unless otherwise stated.
The Client is aware that some advanced features online may require visitors to use a more recent browser version or plug-in. Different browsers and versions to those specified, such as Apple Safari and Opera, are highly likely to also
be compatible; however, the Client understands that the Developer does not test on other browsers extensively.
H. CONTACT / ENQUIRY FORMS
This agreement contemplates the creation of 1 contact/enquiry form for the Clients website, unless otherwise specified. Contact/enquiry forms will allow visitors to enter information which will be sent to the Client via email.
I. PHOTO GALLERIES AND SLIDE SHOWS
This agreement contemplates the inclusion of 1 photo gallery or slideshow for the Clients website, unless otherwise stated. All content, including photography, must be provided by the Client to the Developer promptly.
J. GOOGLE MAPS AND YOUTUBE EMBEDDING
Google Maps, YouTube videos, and other media or plug-ins may be embedded onto the Clients website. The
Developer reserves the right to determine what is inappropriate and has the right to refuse to embed such content.
K. FACEBOOK AND SOCIAL NETWORKING
The inclusion of social networking plug-ins, such as the Facebook “like” button or the Twitter “tweet” button, can be included on each page of the website. Other plug-ins may be included at the Developers discretion.
L. OTHER DYNAMIC CONTENT OR FEATURES
Unspecified dynamic content or features may be included at the Clients request, at the Developers discretion.
M. SITE MANAGEMENT AND UPDATE SERVICES
After this agreement has been completed, the Developer is not required to update the Clients website without receiving additional payment. All content, files, designs and other, will remain online.
Only the Developer may access the web host provider or the domain name account if they were provided free of charge for the Client. The Client is required to pay the Developer to update content or to modify the website.
All textual content (such as articles, products information, or other information) must be supplied by the Client. Textual content must be provided in Microsoft Office formats (such as “.doc”, “.docx”, “.xls” etc) or a PDF format.
2500 characters (excluding spaces) per page approximate a standard web page, having larger pages is to our discretion. If the Client requests multiple pages of more than 2500 characters, these may be subject to additional fees for increased formatting time – for example, massive pages may be counted and charged as up to two pages.
It is anticipated that the Developer will receive, from the Client, all the graphic elements necessary to complete the
Client’s website. This includes, but is not limited to: the company logo, ancillary images, photography and video.
The Developer is responsible for creating the websites design and layout – they are not responsible for creating content. This agreement does not contemplate the Developer purchasing any photography or graphics during development at the Client’s request. The Developer may purchase additional content, photography or graphics on the Clients behalf; however these costs will be counted as additional expenses which the Client must pay for.
P. SUBMISSION METHODS
Submission of content of can be made: via email; on CD; on DVD; on a memory stick; via the Dropbox file sharing service; or by an agreed alternative method. The Client may only provide printed or hand-written content at the Developers discretion. The Developer reserves the right to refuse poor-quality, printed or hand-written content.
Q. FAILURE TO PROVIDE CONTENT PROMPTLY
The Client must provide all content necessary for the websites completion within 20 days of purchase. Full payment for the project (the total price, plus fees and additional expenses) is immediately due, within 15 days, if the Client fails to provide all necessary content for the websites completion within 20 days of purchase. The Developer may request the Client, or offer the option to provide, additional content after 20 days of purchase at their discretion.
9. FEATURES – ONLINE SERVICES
R. WEB HOSTING
The Developer will provide web space to host the Clients website . The web hosting provider is a third party so no guarantees can be made as to the availability or interruption of this service by the Developer. The Developer cannot accept liability for losses caused by the unavailability, malfunction
or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss. The Developer reserves the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate the free hosting service should the necessity arise.
Only the Developer is authorised to access the web hosting account. Modifications and updates to the website, after the initial developments completion, must be paid for by the Client. It is not compulsory for the Client to use this feature – they may decline this offer, in which case they invalidate their entitlement to this free service. The Developer is not obliged to provide any additional services after the agreement is fulfilled.
S. ALTERNATIVE WEB HOSTING
If the Client already has a web hosting provider available to them, the Developer will only upload files to the host at their discretion. The Developer reserves the right not to offer, or to charge for this service, at their discretion. The Client has the right to secure web hosting independently – this requires no support from the Developer. To upload files to a web host owned by the Client, the Client must authorise the Developer to access the hosting account, and give them permission to upload files and modify all settings required for the specified development.
T. DOMAIN NAME
Websites created by the Developer include 2 years free domain name, unless otherwise stated. The Developer will secure 1 domain name requested by the Client under the following terms.
Only publicly available domains with a .CO.UK or .ORG.UK or .ME.UK domain extension are offered free of charge. The Client understands that once a domain has been purchased – it cannot be renamed, modified, or refunded. It is not compulsory for the Client to use this feature – they may decline this offer, invalidating their entitlement to it. Should the Client desire a domain name with a different extension, .COM or .NET or .ORG or .BIZ or .INFO for example, this would be counted as an additional expense, for which the Client must pay the retail price in advance.
U. DOMAIN NAME TRANSFERS
If the Client already has a domain name, the Developer will only coordinate redirecting the address to the new host at their discretion. The cost of domain name transfers is an additional expense and must be paid for in full by the Client in advance. The Developer reserves the right not to offer, or to charge for this service, at their discretion. The Client has the right to secure domain names independently – this requires no support from the Developer.
V. EMAIL ACCOUNTS
If stated, the Developer will create email accounts for the Client using their chosen domain name. Email accounts require a domain name and web hosting. The Developer will provide the necessary account details and basic instructions to assist the Client to setup email accounts on their computer. The Developer agrees never to access, or attempt to access, the Client’s email accounts without specific permission in advance from the Client.
W. ELECTRONIC COMMERCE
The agreement does not contemplate the inclusion of ecommerce facilities unless stated. If included, PayPal Standard will be the provider used by the Developer for providing online shopping ecommerce facilities. The Client understands that PayPal Standard is a free service, without monthly or annual charges, which is not affiliated with the Developer. The Client understands that the Developer is charging for the ecommerce facility setup and integration into the website – not for the shopping cart software.
The Developer requires a PayPal Merchant Account setup in the Clients name to setup ecommerce features. The Client must provide the Developer with an existing PayPal Account and login details for the initial setup. If the Client does not have a PayPal account – the Client gives permission for the Developer to create a PayPal account on their behalf. The Client is responsible for adding their financial information, bank details, and or funds, to the PayPal Account. The Developer will never use your details or access your account without specific permission in advance.
After completion – any transaction fees requested by PayPal are the Clients responsibility. All finances, costs, outgoings, income, profits, losses, legal problems, and other issues relating to the PayPal account, or any other situation, are solely the Clients responsibility. The Developer has absolutely no obligation to resolve or pay for
mistakes which are not their fault. The Client is solely responsible for problems caused after completion.
10. CLIENT AMENDS
The Developer encourages input from the Client during the design process, therefore the Client agrees that there will be no design changes after the basic layout has been confirmed and accepted by the Client. If significant page modification is requested after a page has been built to the Client’s specification, it will be counted as an additional page, which much be paid for. Examples of significant page modification at the request of the Client include: developing a new table or layer structure to accommodate a substantial redesign; replacing more than 50% of the text to any given page; creating a new navigation structure or changing the designs graphics; or significantly reconfiguring the Client’s shopping cart with new product, shipping or other calculation if ecommerce was included.
If significant modifications are requested by the Client, the Developer reserves the right to refuse such changes, or to charge additional expenses, at their discretion. However, reasonable changes will be covered during development.
11. LIMITED LIABILITY
The Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the web hosting service, or the Developers services. Abusive and unethical materials include, but are not limited to: pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. The Developer reserves the right to determine what is and what is not inappropriate. The Client hereby agrees to indemnify and hold harmless the
Developer from any claim resulting from the Client’s publication of material or use of those materials.
The Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the Developer’s development of the Client’s website. This includes liabilities asserted against the Developer, its subcontractors, its agents, its Clients, servants, officers and employees, that may arise or result from any product sold or service provided by the Client, its agents, employee or assigns. The Client also agrees to defend, indemnify and hold harmless the Developer against liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client’s website. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person,
organisation, or business.
13. LAWS AFFECTING ELECTRONIC COMMERCE
The Client agrees that they are responsible for complying with the laws, taxes, and tariffs related to ecommerce, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or
tariff arising from the Client’s use of electronic commerce.
14. COPYRIGHT AND OWNERSHIP
The Client represents to the Developer and unconditionally guarantees that any content, text, information, or graphics furnished to the Developer for inclusion in the Client’s website are owned by the Client, or that the Client has permission from the rightful owner to use those elements, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client. Each party is responsible for ensuring that content which they provide can be used legally.
Copyright to the finished assembled work of webpage’s and graphics produced by the Developer, specifically for the
Client, shall be vested with the Client upon full, valid final payment being received by the Developer.
However, the Developer retains the right of ownership to custom designed graphics created by the Developer, source code, files, text, and any other program specifically designed or purchased on behalf of the Client for the completion of this project. Use of graphics or source code produced by the Developer for any purpose other than the purpose of the web site being designed, is not permitted.
All work and assets remain property of the Developer until full payment is received, including payment for additional expenses and fees if applicable. All content provided by the Client, including textual and graphical content, will
always remain property of the Client, unless otherwise stated, however the Developer receives ownership rights to store, backup, and archive such files. The Developer reserves the right to permanently store a copy of the completed website as a record of achievement. This copy may be shown to other Clients to demonstrate the Developers work. Full-size screenshots of the website and its content may be shown on the Developers website.
All unused designs, layouts, graphics, coding, other files, and ideas remain the property of the Developer at all times. The Client has the right to view and temporarily store draft designs, completed designs, graphics, ideas and planning created by the Developer; all of which must be returned, if requested, and then deleted if they were not included in the completed website development. The same applies if the agreement terminates or if the Client fails to pay fully. After the Developer receives full payment from the Client – the Client may receive ownership of the completed assembled websites files (such as HTML, CSS, graphics, and content). Planning remains property of the Developer.
Additional ownership and usage terms of features, such as domain names, are stated in the “Features” sections.
The Developer reserves the right to outsource work to other businesses and or freelance individuals. The Developer warrants all work completed by subcontractors for this project. The Developer will be responsible for paying for such assistances. The Developer must ensure that all parties involved acknowledge and agree to respect these terms of
agreement; including, but not limited to: copyright, indemnification, limited liability, ownership, and nondisclosure.
16. DESIGN CREDIT
The Client agrees that the Developer may place a byline (accreditation) on the bottom of every webpage –
establishing design and development credit. The Client agrees not to remove, hide, or discredit said byline. The
Client also agrees that the website created for the Client may be included in the Developer’s portfolio.
17. NON DISCLOSURE
The Developer, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information to any third party. Likewise, the
Client agrees that it will not convey any confidential information obtained regarding the Developer to another party.
The Developer and the Client must work together to complete the website in a timely manner. An anticipated project completion date can be outlined in discussion, or on the Clients contract, however the Developer will not be held responsible for miscalculations of this timeline. The Developer will provide the Client with a website address, so
that the Client can continuously view the progress of the project.
19. TERMINATION AND REFUND POLICY
In the event that the work is postponed or cancelled at the request of the Client, is cancelled due to other factors caused by the Client which are unacceptable and makes fulfilment of the agreement basically impossible, or cancelled because the Developer was misled and or has not been provided with the necessary details or content in a timely manner – the Developer shall have the right to retain the original deposit. In the event this amount is not
sufficient to cover the Developer for time (approximately £40 per hour) and expense already invested in the project, additional payment will be due from the Client.
Unforeseen or sudden termination or postponement of a project, declared by the Developer, must have sufficient reasoning – examples of such include, but are not limited to: illness or accident which makes it impossible for the Developer to work; illness or accident which could significantly affect the Developers quality of work; bankruptcy; legal action either related to the Client, or action which may affect the project. In this situation, the Client must be informed of the termination or postponement, and the reasoning for it, by either the Developer or their designated representatives. In this situation, the Client accepts that they are not entitled to compensation from the Developer and that the maximum refund which they may receive is the full sum, 100%, at the Developers discretion. If and when the Developer is able to continue the project – the Client will be informed of the options available to them. Services may be offered as an alternative to a cash refund; for example: additional web pages or web hosting.
No refunds are given on services stated as “free”, “free of charge”, “complimentary” or of a similar description. Note that the Client will only receive the ownership of any assets, which they have paid for, after the conditions and
quantity of any refund are agreed by both parties.
20. ENTIRE UNDERSTANDING
This agreement, and any additional terms or appendices attached, thereto constitute the sole agreement between the Developer and the Client regarding this project. Specific details of the agreement, and the features which are included, are outlined either on the Client’s contract or on a receipt/invoice.
This agreement becomes effective immediately when the Client confirms in writing to proceed or pays the deposit, or any financial payment, for a project to the Developer. The recognition and acceptance of these terms can be evidenced by both parties signing this document; however failure to sign the document does not invalidate the agreement. It is the spirit of this compulsory agreement that this will be a mutually beneficial arrangement for the Client and the Developer.
The Client hereby agrees to these terms when they engage SME media as an independent contractor for the specific purpose of developing and/or improving a website project. The Developer also agrees to these terms.
Both parties warrant that they have read and understand the terms set forth in this agreement. This agreement shall be governed and construed in accordance with the laws of the United Kingdom.
WEB SITE HOSTING AGREEMENT
This Agreement is
(1) SMEmedia UK Ltd, a company registered in England under number 8664746 whose office is at Gloucester Drive, Staines, Middlesex TW18 4TY (“the Host”) and
(2) “The Client”
(1) The Host is a creative design agency and offers website design, development and hosting services to clients using all appropriate hardware providers connected to the World Wide Web via the internet.
(2) The Client wishes to use the Host’s Service to host the Client’s Website and/or selected internet services on the
Hosting Hardware under the terms and conditions of this Agreement.
The Client’s access to and use of the Service constitutes the Client’s acceptance and agreement to be bound by these terms and conditions.
It is agreed as follows:
Definitions and Interpretation
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Account” means the details of the Client that are required and held by the Host to facilitate the provision of the Service to the Client including, but not limited to, identification and location details, payment details, username and password, and details of the Service provided to the Client;
“Business Day” means a day (that is not a Saturday or Sunday) on which banks are open for business in the UK;
“Client Website” means the website that the Host is hosting for the Client and refers to all parts of that website including, but not limited to, component files and related services such as email;
“Fee” means the sum payable by the Client to the Host in order to receive the Host’s Service;
“Hosting Hardware” means all computer and networking equipment used by the Host in the provision of the Service including, but not limited to, servers and network infrastructure;
“Hosting Package” means one of the Service packages offered by the Host and generally refers to the package selected by the Client;
“Hosting Software” means all software used by the Host in the provision of the Service;
“Order” means an order placed by the Client with the Host for the provision of the Service; and
“Service” means the collective components of the Host’s hosting service which includes, but is not limited to, the provision of internet connectivity, bandwidth, website storage, software, DNS services, email accounts and data
Backups, in combination with the Client’s chosen Hosting Package and can refer either to those components as a whole or to specific parts as the context may require.
The clause headings used in this Agreement are used for convenience only and are not intended to affect the meaning or interpretation of the terms of this Agreement.
Once the Client’s Order has been placed and processed, the Host will use its best endeavours to commence provision of the Service as soon as reasonably possible. In any event the provision of the Service will commence no later than 15 Business Days after completion and approval of the Client’s Website.
The Host is under no obligation to provide any Service that is not set out in the Client’s Order and the relevant Hosting
Package unless the Host and Client enter into a new written Agreement for the provision of additional services.
The Host may, in its sole discretion, alter, improve or otherwise modify the Service provided that any such change will not significantly alter the provision of the Service to the Client or result in the removal of any features or services that form part of the Hosting Package. The Client will be notified no later than 15 Business Days in advance of any planned changes and will receive full documentation of any action required on their part. No alterations to the Service shall affect the Fees payable by the Client.
The Host may take any action necessary to address or repair faults in Hosting Hardware or Host Software without any prior notice to the Client. If such faults or remedial action results in an interruption to the provision of the Service the Client will be notified.
Availability of Service
The Host will use its reasonable endeavours to ensure that the Service is provided to the Client on a constant, uninterrupted basis throughout the Term of this Agreement.
Where the Service is unavailable for more than 48 hours the Host will contact the Client and provide reasons for the interruption or, where this is not possible due to an undiagnosed problem, state that the problem is undiagnosed but is being investigated.
Whilst the Host will use every reasonable endeavour to ensure the integrity and security of the Hosting Hardware, the Host does not guarantee that the Hosting Hardware will be free from unauthorised users or hackers and the Host shall be under no liability for non-receipt or misrouting of email or for any other failure of email.
Where Service interruption due to Hosting Hardware failure cannot be remedied within 3 Business Days the Host, with consent of the Client, shall endeavour to transfer the Client’s Website to alternative Hosting Hardware in order to restore the provision of the Service.
Where the Client and/or the Client’s users are unable to access/use the Client’s Website, the Client shall first ascertain whether the inability of access/use is caused by a failure on the part of the Client’s and/or its users’ internet service provider and/or equipment. After performing these checks the Client shall contact the Host using the following details: Email: email@example.com or telephone: 0203 418 0001
Where the provision of the Service is interrupted through the fault of any third party, the Host shall bear no responsibility or liability.
Where it is subsequently established that fault does not lie with the Host but with the Client’s and/or its users’ internet service provider and/or equipment, the Host reserves the right to charge the Client such reasonable cost as the Host may have incurred.
Fees and Payment
Fees for the Hosting Packages offered by the Host are as quoted in correspondence or email to the Client. All charges payable by the Client shall be in accordance with the information quoted.
The Client is required to pay all fees due in on a monthly invoice basis for the first 12 months.
For all subsequent 12 month periods of Service provision the Client will be sent an invoice and renewal notice 30 Business Days before the 12 month period is due to expire. Payment must be made within that 30 Business Day period in order for provision of the Service to continue without interruption.
The Host may at any time change the price of its Hosting Packages. The Client will not be subject to any additional charges or refunds during a 12 month period of Service provision. Any change in fees will be reflected in subsequent renewals of Service provision. The Host reserves the right to continue charging old fees for renewals where the new fee is higher.
The Client may, at any time, change their Hosting Package, if the Client chooses to do so. The Client will be invoiced for a new 12 month period of Service provision in accordance with the fees for their new chosen Hosting Package.
All fees payable by the Client to the Host shall be paid in full, without set off or deduction. The Host reserves the right to suspend the Service or cancel the Client’s Order if fees are not paid on or before the due date.
Unless otherwise agreed between the parties, the fees shall be paid in accordance with the Host’s trading terms and conditions.
Changes to this Agreement
The Host reserves the right to change the terms of this Agreement and all other terms and conditions and policies which may affect Clients in order to comply with changes in the law.
The Client will be informed of any such changes and shall be deemed to be bound by them 1 calendar month after receiving the notice.
If the Client does not agree to be bound by the changes they may terminate this Agreement in accordance with the Term and Termination clause of this Agreement.
Client Undertakings and Obligations
The Client may not use the Service or any other Hosting Hardware and Hosting Software for any unlawful or otherwise inappropriate purposes. This includes, but is not limited to:
Distribution of viruses, spyware, malware, or any other form of code designed to cause harm or nuisance to hardware or software or to obtain data without consent;
Distribution of pirated material including, but not limited to software, movies, music and written works; and
Distribution of obscene or illegal material including that which is pornographic, abusive, threatening, malicious, harassing, fraudulent, defamatory or that which encourages criminal activities.
Distribution of large volumes of unsolicited email (‘spam’) to recipients. All complaints made to the Host of such activity will be investigated, and may result in immediate suspension or cancellation of service at the Host’s sole discretion.
The Client may not use their website to link to any other sites or systems hosting any material described above.
Use of the Client’s Website in any manner which is a violation or infringement of the rights of any individual, firm or company within the United Kingdom and elsewhere.
The Client will monitor and supervise any and all third party activity on their website (including communications systems such as forums). Any third party activity that may fall within the criteria above must be stopped or removed, as appropriate.
The Client must ensure that any and all activity conducted through the Client’s Website in relation to the collection of personal information complies with the provisions of the Data Protection Act 1998.
The Client must ensure that any and all activity conducted through the Client’s Website in relation to selling complies with the provisions of the Distance Selling Regulations 2000.
The Client is responsible and accountable for all activity relating to their website and the Service that is carried out by third parties on their behalf.
The Client will use its best and reasonable endeavours to supply all information required to facilitate the provision of the Service to the Host in a timely fashion.
The Client recognises that available bandwidth is limited, and that the Host may limit access to any large amounts of material made available through the Service in order to maintain a reasonable level of service to the Host’s other clients. Any such action will be notified to the Client within 14 days of its implementation.
Intellectual Property and Proprietary Rights
The Client will not acquire ownership rights over any of the Host’s Intellectual Property in or in relation to the Service or in relation to any other property owned by the Host.
The Host will not acquire ownership rights over any of the Client’s Intellectual Property in the Client’s Website or any other material belonging to the Client.
In consideration of the Fees and Payment paid in full by the Client to the Host, the Host grants to the Client a non- exclusive licence to use any Hosting Software issued and authorised by the Host for use by the Client for the Client’s Website.
The Client may not use the Hosting Software for any other purpose other than as specified in this Agreement without the prior written consent of the Host and the Client acknowledges that additional fees may be payable on any change of use approved by the Host.
The Client agrees to fully indemnify the Host against all costs, expenses, liabilities, losses, damages, claims and judgments that the Host may incur or be subject to as a result of the infringement of any Intellectual Property infringement owned by third parties arising from:
The Client’s failure to obtain the necessary rights and permissions from third parties in order to enable the Host to legally provide the Service;
The provision of the Service by the Host based upon information and material provided by the Client.
The Host shall not be liable to the Client or to third parties for:
Any losses resulting from interruptions or downtime to the Service; Any inability, on the part of the Client, to use the Service;
Any damage or loss resulting from the loss of confidentiality caused by the storage of information on the internet.
Nothing in this Clause shall exclude the liability of the Host for death or personal injury resulting from the Host’s negligence or that of its employees or agents.
Nothing in this Clause or in this Agreement shall exclude the liability of the Host for fraudulent misrepresentation.
Subject to the provisions of this Agreement, the Host gives no warranty, express or implied, in connection with the
Service as to fitness for purpose, quality, noninfringement or merchantability.
The Client will fully indemnify the Host against all costs, expenses, liabilities, losses, damages and judgments that the Host may incur or be subject to as a result of any of the following: The Client’s misuse of the Service;
The Client’s breach of this Agreement;
The Client’s negligence or other act of default;
The Activities of third parties conducted on the Client’s website using facilities such as blogs, forums and chat.
Neither the Host nor the Client shall be liable for breaching this Agreement where that breach results from Force Majeure.
Force Majeure refers to any event that is beyond the reasonable control of the parties and includes, but is not limited
to, acts of God; acts of war; national emergencies; governmental action; union action; civil unrest; fire; explosion; flood and theft.
Term and Termination
The initial period of Service provision will commence on the date that the Client’s Website goes live or the Client’s Order is processed. This term shall last for a period of 12 months, subject to the termination provisions below.
Subsequent periods of Service Provision shall last for a period of 12 months each and will follow on from a previous period, without interruption, subject to the fulfilment of the Client’s obligations under the Fees and Payment Clause of this Agreement. All subsequent periods are subject to the termination provisions below.
The Host reserves the right to terminate this Agreement at any point with one month’s notice at the host’s discretion, or
The Host reserves the right to terminate this Agreement or to suspend the Service in the following circumstances: If the Client fails to pay fees due under the Fees and Payment Clause of this Agreement;
If the Client is in breach of the terms of this Agreement;
If the Client becomes the subject of a voluntary arrangement under Section 1 of the Insolvency Act 1986; If the Client is unable to pay its debts within the definition of Section 123 of the Insolvency Act 1986; or
If the Client has a receiver, manager, administrator or administrative receiver appointed over all or a substantial part of its undertakings, assets, or income; has passed a resolution for its winding up; or is the subject of a petition presented to a court for its winding up or for an administration order.
The Client may request the termination of the Service and this Agreement by written notice, 1 month in advance. The following shall apply to such situations:
Any issuing of refunds is at the sole discretion of the Host.
If the Client wishes to terminate during the course of a 12 month period of Service provision the Service will end 1 month after the Host receives the Client’s notice.
On termination of the Service and this Agreement the Client’s Website and all related material will be removed from the Hosting Hardware.
If the Client sends a termination notice in error or changes their mind, the Host must be informed within 2 months of the notice that the Client wishes their Account to be restored. Any notification outside of this period will require a new Account to be set up, with the Client being required to pay for a full 12 month period. The Client will be required to pay a re-activation fee of £100.00 plus VAT.
The Host reserves the right to assign or otherwise transfer any rights or obligations under this Agreement.
The Client may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Host.
In the event that any provision of this Agreement is found to be invalid or otherwise unenforceable for any reason, the remaining provisions shall continue in full force without being impaired or invalidated in any way. The waiver by either party of any provision of this Agreement will not operate or be interpreted as a waiver of any other provision or a subsequent breach of any provision.
Law and Jurisdiction
This Agreement is governed by the laws of England and Wales. Any dispute relating to this Agreement shall fall within that jurisdiction.
Both parties shall keep in strict confidence all information which are of a confidential nature and have been disclosed by one party to the other party and shall procure that the receiving party’s employees, agents, consultants or subcontractors keep in strict confidence all such information other than for the purposes of performing its obligations under this Agreement.
All hardware and Google PPC/Adwords credit must be paid in advance.