1. Definitions and interpretation
1.1 In these Conditions, unless the context otherwise requires, the following words shall have the following meanings:
| ‘Client’||means the person named on the Specification Sheet for whom the Provider has agreed to provide the Services in accordance with these Conditions;|
| ‘Conditions’||means the standard terms and conditions of supply set out in this document and (unless the context otherwise requires) including any special terms and conditions agreed in writing between the Provider and the Client;|
| ‘Contract’||means the contract for the supply of the Services;|
| ‘Covering Letter’||means the covering letter containing the list of Services attached;|
| ‘Domain Name’||means the route address of a website. All such names must be registered with the appropriate naming authority. There will usually be a fee involved.|
| ‘Fee’||means the fee payable by the Client to the Provider as set out in the Specification Sheet; and|
| ‘Host’||means the company on whose system the website physically resides, .|
| ‘Hyperlink’||means a ‘clickable link’ embedded on a web page which may take the form of a graphic or text.|
| ‘Jurisdiction’||means this agreement shall be governed by the laws or England and Wales which shall claim venue and jurisdiction for any legal action or claim arising from the contract between the Provider and the Client. The said contract is void where prohibited by law.|
| ‘Maintenance’||means the continued technical support provided by the Provider to the Client|
| ‘Original Quotation’||means all those terms contained within the written quote provided by the Provider to the Client prior to the commencement of the work.|
| ‘Provider’||Webahead Limited|
| ‘Search Engine’||means a website which contains a directory of websites on the internet enabling users to find websites by subject matter classification.|
| ‘Services’||means the services set out in the attached schedule 1.|
| ‘Term’||means two years from the date of finalisation of the website.|
| ‘Trade Secrets’||means all those secrets interpreted in the wider context of highly confidential information of a non technical or non scientific nature, which may come within the ambit of information that the Client is entitled to have protected all be it for a limited period.|
- 1.2 In these Conditions the singular includes the plural and vice versa and any gender includes any other gender.
- 1.3 The headings do not form part of these Conditions and shall not be taken into account in their construction or interpretation.
- 2.3 The relationship which exists by virtue of these Conditions is that of Provider and Client. The Client agrees not to hold themselves out as a representative, agent or employee of the Provider. The Provider will not be liable for any representation, act or omission by the Client
- 2.2 The Client shall engage the Provider (subject as provided in these Conditions) with effect from the Commencement Date and thereafter unless and until terminated by either party in accordance with condition 12.
- 2.1 The Client agrees to engage the Provider and the Provider agrees to provide the Service to the Client.
3. Extent of Work
- 3.1 The extent of the work to be provided by the Provider to the Client is limited to the amount of work described in the Original Quotation dated.
- 3.2 In the event of the Client requiring the Provider to provide any further service outside the scope of that agreed in the Contract for Services, this work will be charged at a further rate which will be agreed between the Client and the Provider at that time.
- 3.3 The Client will have 7 working days after completion of the work to raise any issues with the Provider. Such comments must be communicated in writing.
- 3.4 In the event of the work being satisfactory the Client will indicate either by way of verbal or written agreement indicating that the work has been completed to the job specification asoutlined in the Original Quotation.
- 3.5 The Provider will not be responsible for the functionality or the maintenance of the website after the services have been provided or any work carried out by third parties through the Provider, or for any modification to the website by a third party.
4. Fees & Expenses
- 4.1 The Client shall pay to the Provider the full value of the sum included in the Original Quotation, prior to any work being commenced by the Provider, to include the fees in respect of the domain name and hosting, unless alternative payment terms are expressly agreed in writing between the Provider and the Client.
- 4.2 The following Expenses when incurred reasonably and properly by the Provider in the provision of the Services shall be reimbursed by the Client and paid to the Provider with the Fee as described in condition 4.2.
- 4.2.1 travel, accommodation and subsistence.
- 4.2.2 purchase of images.
- 4.3 In the event of alternative payment terms as referred to in clause 4.1 above being agreed, a fee note in respect of the outstanding balance for services provided by the Provider to the Client will be issued within 7 days of the completion of such work to the standards detailed in clause 8 below.
- 4.4 The Client is to settle the fee note detailed in 4.3 above within 14 days of the same being issued.
- 4.5 If payment has not been received by the deadline detailed in clause 4.4 above, the Provider reserves the right to suspend any further work which is being carried out on behalf of the Client until such time that full payment of the outstanding balance has been received.
- 4.6 If payment has not been received by the expiry of 21 days after the issue of the invoice, the Provider reserves the right to issue legal proceedings for recovery of the outstanding balance, without prejudice to any other agreements which are in place at the time between the Provider and the Client.
- 4.7 If payment has not been received by 28 days, the Provider reserves the right to cease any work carried out on any website that may be live and in the process or reconstruction by the Provider, as well as removing this website from the server on written notice of 24 hours.
- 4.8 Once payment has been received from the client, Webahead Internet shall register the domain name on the clients behalf. Along with the domain name a hosting package will also be purchased. The agreed sum for the domain name and hosting will be non refundable after the date of purchase.
5. Approvals & Authority
- 5.1 The Client shall, except in exceptional circumstances, expect:
- 5.1.1 all working drafts within 6 to 8 weeks of being provided with the artwork (timeframes may vary dependent upon the current workload). No further work will be carried out by the Provider until written approval of the draft submitted has been received by the Provider from the Client.
- 5.2 Upon expiry of the 7 day review period, should there be any balance on the Fee outstanding from the Client, the Provider will provide an invoice to the Client in respect of the remaining balance against the job specification contained within the Original Quotation, which, in absence of agreement to the contrary, is to be paid by the Client within 14 days of the date on which the invoice was issued.
- 5.3 In the event of a cancellation of the Contract by the Provider or the Client for any reason whatsoever, the Provider is entitle to raise an invoice to the Client for all of the costs incurred to date or cancellation. The Client is liable to pay all costs leading up to the date of cancellation.
- 5.4 The Provider will take reasonable endeavours to comply with any requests from the Client to amend, halt, reject or cancel work in preparation, in so far as this is possible within the terms of its contractual obligations to suppliers.
- 5.5 The Provider will only implement amendments or cancellations on the understanding that the Client will be responsible for any costs or expenses incurred prior to, or as aresult of, the cancellation or amendment, and which cannot be recovered by the Provider.
- 5.6 The Client has the option of rejecting the work within the 48 hour review period. In the event that any work carried out by the Provider is rejected by the Client outside this 48 hour review period, the Provider reserves the right to recover both payment in respect of the work carried out and any reasonable expenses incurred by the Provider in recovering payment, on the basis that the Contract will be regarded to have expired. The Client shall remain liable for the full value of the Contract in this event.If any additional work is carried out by the Provider for the Client as a result of cancellation, payment for which is unreasonably withheld, the Provider reserves the same right of recovery.
6. Copyright Rights & Intellectual Property Rights
- 6.1 The copyright in all artwork, copy and all other products of the services rests with the Provider unless duly assigned under the Copyright, Designs and Patents Act 1988.
- 6.2 On payment by the Client of the Fee and the Expenses to the Provider, the Provider, shall grant the Client at no additional cost a non-exclusive license to use on a rolling 12 month basis any copyright vesting in the Provider, unless such copyright information falls outside that which is the subject of the transaction between the Provider and the Client.
- 6.3 Copying the contents of any copyright material provided by the Provider before the fee has been paid is expressly prohibited, and will result in proceedings being issued by the Provider against the Client in respect of both an injunction and a further claim for damages.
- 6.4 Any offers, services or products provided by the Provider to the Client other than those to which rights have been transferred, should be treated as Trade Secrets andremain the property of the Provider. The Client is expressly prohibited from passing such information or products to any third party, or into the public domain until such time as any of those rights are transferred fully into the name of the Provider into that of the Client.
- 7.1 The Provider undertakes to keep confidential all information of a secret and confidential nature except for that which is already in the public domain in relation tothe Client or the Client’s business except upon the order of a court of law or as otherwise required by law.
- 7.2 Subject always to condition 7.1, the Client consents to the use by the Provider of any general information regarding the Client and the Client’s business gained during the Provider’s appointment.
- 7.3 The Provider will ensure that its employees and professional advisers are made fully aware of these obligations of confidentiality to the Client.
8. Obligations of Provider
- 8.1 The Provider warrants as follows:
- 8.1.1 That he will co-operate fully with the Client at all times in order to achieve as much as possible the overall goal of the Client;
- 8.1.2 That he will perform the Services with reasonable skill and care, and in accordance with industry practice;
- 8.1.3 That both he and all his employees and sub-contractors have the skill and expertise required to carry out the supply of the Services to the standards inaccordance with industry practice and in accordance with the job specification; and
- 8.1.4 That he will not without the express consent of the Client represent parties whose interests directly conflict or compete with the interests of the Client.
- 8.2 Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9. Obligations of Client
- 9.1 The Client undertakes to assist the Provider in its performance of the Services by making available to the Provider all relevant information within the 48 hour review period.
- 9.2 The Client shall not without the express consent of the Provider engage or use internal or external services other than those already advised during the term of the Provider’s appointment.
- 9.3 The Client will not re-assign, re-sell, sub-lease or transfer their account with the Provider without the appropriate procedures, as required by the relevant domain name registry, being followed.
- 9.4 The Client shall only use the Services for lawful purposes
- 9.5 The client shall provide all imagery, descriptions and prices for each ecommerce product seperately, if the provider is to source imagery and descriptions or take it from other resources this will incur a further charge
- 9.6 The Client shall take all reasonable steps to prevent the reception and transmission of viruses to the Provider’s network, and undertakes not to cause or attempt to cause any intentional or malicious damage to the Provider’s network or use the Services to effect other computers.
- 9.7 The Client shall keep all usernames and passwords secure and not any third partyaccess to them.
- 9.8 The Client undertakes to notify the Provider immediately in the event of a username or password becoming known to any third party.
- 9.9 The Client undertakes to indemnify the Provider against any action taken as a result of the Client’s use of the Services
- 9.10 The Client undertakes to be responsible and liable for for any costs to telephone companies incurred by their use of the Service from the point of connection
- 9.11 The Client acknowledges that the Provider cannot exercise control over the content of information passed across the internet and via the Service
- 9.12 The Client agrees to comply with the policies of connecting to other networks or computers across the internet.
10. Mutual Undertakings
- 10.1 Neither party shall, during the term of the Provider’s appointment or for a period of 6 months from the termination of the said appointment, solicit or entice away, or attempt to solicit or entice away by any means, any employee of the other.
- 10.2 Neither party shall, during the term of the Providers appointment or for a period of 12 months from the termination of the said appointment, release to the general public or any unauthorised body any Trade Secret held by the other party.
- 11.1 If the Provider fails to supply the Services for any reason other than any cause beyond the Provider’s reasonable control or the Client’s fault, and the Provider is accordingly liable to the Client, the Provider’s liability shall be limited to the excess (if any) of the reasonable cost to the Client (in the cheapest available market) of similar Services to replace those not provided over the price of the Services.
- 11.2 Except in respect of death or personal injury caused by the Provider’s negligence, the Provider shall not be liable to the Client by reason of any representation (other than fraudulent misrepresentation) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses, or other claim for consequential compensation whatsoever (and whether caused by the negligence of the Provider, its employees or agents or otherwise) which arises out of or in connection with the supply of the Services, except asexpressly provided in these Conditions.
- 11.3 The Client shall indemnify and keep indemnified the Provider against any and all proceedings, claims, damages, losses, expenses or liabilities which the Provider may incur or sustain as a direct or indirect result of, or in connection with, any information, representation, reports, data or material supplied, prepared orspecifically approved by the Client. Such material shall include press releases, articles, copy, scripts, artwork, detailed plans and programs.
- 11.4 Goods or information made available by the Client to the Provider for the purposes of demonstration or publicity, or for any other purpose arising from, or in connection with these Conditions, shall be and at all times remain at the sole and entire risk of the Client, and the Provider shall not be the subject of any liability for it. The Provider will not be liable for any incorrect information.
- 11.5 The Provider will not be liable for any loss or damage financial or otherwise causing loss by act or omission by the Client, including a misuse of failure in software.
- 11.6 The Provider will not be liable for any loss or damage financial or otherwise caused by failure of software, hardware or electrical failure, or any other natural events such as fire or other events beyond the Provider’s control.
- 11.7 The Client warrants to the Provider that all necessary authorities, permissions, licenses and grants are in force and valid in respect of any information provided by the Client to the Provider in relation to images, logo’s, names, trade marks and any other materials supplied by the Client to the Provider for inclusion in the website.
- 11.8 Any liability in respect of failure to obtain, secure, maintain or renew such authorities, permissions, licenses and grants should remain with the Client and the Client indemnifies the Provider against any claims, actions or costs in relation to the same.
- 11.9 The provider will not be held responsible for any data loss during a domain transfer procedure whether internal or external. Data loss includes existing files, including but not limited to imagery, website files and emails. The client is responsible for making all necessary backups of any data prior to the transfer procedure.
- 12.1 Either party may (without prejudice to its other rights) terminate the Contract by 48 hours notice in writing to the other if:
- 12.1.1 The other commits a material breach of any of these Conditions provided that all remedies have been offered or explored without success within 30 days of the original breach; or
- 12.1.2 The other passes a resolution for voluntary winding up or a court of competent jurisdiction makes an order that such party be wound up except for the purposes of bona fide reconstruction while solvent; or
- 12.1.3 An administration order is made in relation to the other party or an appointment is made of a receiver, administrator or an administrative receiver over, or the taking possession or sale by an encumbrance of, any of that otherparty’s assets; or
- 12.1.4 The other makes an arrangement or composition with its creditors generally or makes an application to a court of competent jurisdiction for protection from its creditors generally.
- 12.1.5 The Provider reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their website, or any material is illegal, immoral, or otherwise unacceptable.
- 12.1.6 The Provider reserved the right to refuse or break a contract on 24 hours written notice, if for any reason whatsoever the Provider deems any behaviour by the Client as unreasonable, for example deliberate acts of obstruction towards the work carried out on behalf of the Client by the Provider, aggressive or threatening behaviour, any serious breach of confidence, any other act that may bring the reputation of the Provider into disrepute.
- 12.2 For the purposes of condition
- 12.2.1, a breach by either party of one of these Conditions shall be considered capable of remedy if time is not of the essence in performance of the obligation and if the party in breach can comply with theobligation within 30 days’ notice.
- 12.3 Where one or more terms of the Terms and Conditions are held to be void or unenforceable for any reason whatsoever, any other terms of the Terms and Conditions not so held will remain valid and enforceable at law.
13. Alteration of Terms of Contract Between the Parties
- 13.1 The Provider has the option to alter the terms of the Contract from giving notice to the Client of 10 days, and provided the alteration is reasonable in all the circumstances.
- 13.2 The Client has the option to alter the terms of the Contract upon giving notice to the Provider of 21 days, and provided the alteration is reasonable in all the circumstances.
14. Change of Terms and Conditions
- 14.1 The Provider reserves the right to change these Terms and Conditions from time to time. The Provider will provide details of such changes to the Client when they are issued.
- 15.1 There will be an annual payment for ever year that the Provider is contracted to host the Services.
- 15.2 The annual payment referred to in clause 15.1 above will be non-refundable in any circumstances.
- 15.3 In the event of the annual hosting fee referred to in clause 15.1 above is not paid within 21 days of the invoice in respect of the same being issued the Provider reserves the right to disable the website and emails of the Client. The Client understands that failure to make payment could result in them losing their domain name. The Provider will accept no liability in the event of this scenario arising.
- 15.4 In accordance with clause 11 above, the Provider will not have any liability for any consequential losses from any action taken in line with clause 15.3 above.
- 15.5 If the Client wishes to arrange hosting with a third party then applications should be made to the Provider in writing with an appropriate fee.
- 15.6 Renewal notices will be sent out 10 days prior to the date on which the Domain Name requires renewal. This process will occur automatically if the client does not cancel their renewal within the 5 day cancellation period. It is up to the client to be aware of renewal dates, the provider will not be held responsible for postage losses or delays or clients failing to provide information of changes of address.
- 15.7 In the event of late payment of the renewal fee by the Client to the Provider, the Provider will not refund this fee should the Domain Name have gone into redemption. The Client will pay an administration re-activation fee to the Provider in the event of the Website being removed as a result of late payment.
16. Domain Names
- 16.1 The Provider will register a domain name to the Client. Until payment by the Client to the Provider of the relevant fee, the Provider will be the owner of the Domain Name.
- 16.2 The Client will be obliged to read the individual Terms and Conditions of the relevant domain registry prior to ordering a domain name for registration by the Provider, and comply with those Terms and Conditions at all times thereafter.
- 16.3 In the event of non-payment of the relevant fee by the Client to the Provider, the Provider reserves the right not to consent to the registration or assignment of any domain name, such consent not to be unreasonably withheld. The Client will be charged a cancellation fee being equivalent to the fee for one year’s hosting, plus reasonable disbursements incurred by the Provider if payment is not received in compliance with the terms in clause 4 above.
- 16.4 The Provider will provide to the Client a quote in respect of the fee to renew the domain name no later than 7 days prior to its renewal date.
17. SEO (Search Engine Optimisation)
- 17.1 Webahead Internet has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
- 17.2 Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms, and other competitive factors, Webahead Internet does not guarantee No.1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
- 17.3 Webahead Internet assumes no liability for ranking, traffic, indexing issues related to penalties. Consequently client understands that ranking new websites is much more difficult than ranking old and established sites and they should not have unrealistic expectations about rankings, traffic and revenues.
18. Logo Design
- 18.1 Webahead Internet will provide 3 logo designs along with 3 further alterations included within the estimated cost of the work to be carried out. The customer agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the client makes changes to the supplied copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge.
- 18.2 After the final logo design is approved, the logo design will be sent to you as digital files (.jpg, .pdf, and .eps graphics file formats).
- 18.3 It is up to you the customer to provide Webahead Internet with all information you require to be present on your logo including any preferred design.