St Ives, Cornwall web design & digital marketing

TERMS & CONDITIONS

All work done for our clients is subject to our standard Terms and Conditions, which are outlined below.

IMPORTANT: This agreement sets out the terms on which IOLO Design & Media ("the Agency") is prepared to provide services to you ("the Client"). Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use our services. If you do not agree to be bound by these terms and conditions, you should inform us in writing and stop using our services immediately. These terms and conditions were last updated in December 2022.

1 Definitions

"Fees" means the charge for the provision of the Services as set out in the Project Proposal or such other charge as is otherwise agreed from time to time between the parties.

"Intellectual Property" means all copyrights, moral rights, related rights, patents, trade marks, trade names, service marks, design rights, database rights, semi-conductor rights, rights to domain names, and other similar intellectual property rights (whether registered or not) and applications for such rights as may exist anywhere in the world whether in relation to the services, production, design, any logos or artwork or any software or source codes originated by the Agency.

"Materials" means all materials, software, manual and other documentation (where the content allows) developed or supplied pursuant to the Agreement in each case in machine and/or human readable form.

"Project Proposal" means the document provided by the Agency (if any) setting out the proposal for the Services to be provided to the Client by the Agency.

“Estimate” means quotations or letter/email of quotation.

“Consultancy” means services that include Marketing, Public Relations, Promotion and Media-buying. These services are subject to our policy concerning notice periods as laid out in section 11, clause 2.

"Services" means the concept, design, production and delivery of the Project in accordance with the specifications set out in the Project Proposal or as otherwise agreed from time to time between the parties.

"Site" means the Client's web site

"Software" means all software (including all HTML, JavaScript, Visual Basic, Java, VBScript, Transact-SQL, SQL and any other system) affecting the performance or use of the site, whether or not written by the Agency (all preparatory design materials, modifications, updates and enhancements to it) required for the purpose of this Agreement.

"Timetable" means the timetable set out in the Project Proposal or as otherwise agreed from time to time between the parties.

1.1 Words denoting the masculine gender include the feminine and neuter and vice versa and words denoting the singular include the plural and vice versa.

1.2 The headings in this Agreement are for convenience only and shall not affect interpretation.

1.3 Unless otherwise agreed in writing by the parties, the term of this Agreement will commence on the date specified in the Schedule. The Client’s approval for work to commence shall be deemed a contractual agreement between the Client and the Agency.

2 Services

2.1 The Agency will deliver the Services and Materials and provide to the Client any other services agreed in writing from time to time between the parties and use its best endeavours to ensure that these are delivered and provided in accordance with the Timetable.

3 Assistance and Facilities

3.1 The Client will provide the Agency with all reasonable assistance and facilities free of charge (including without limitation the other items referred to in the schedule, facilities, and liaison with the necessary officers and employees of the Client) in order to permit the Agency to efficiently provide the Services.

4 Agreement Non-exclusive

4.1 The Client acknowledges that the Agency is providing Services to the Client on a non-exclusive basis and that the Agency may provide services of the same or a similar nature as the Services to any other party.

5 Estimates

5.1 All estimates are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should the client’s requirements change at any time.

5.2 All estimates are based on the Agency’s current costs and, unless otherwise agreed, are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.

5.3 The Agency reserves the right to charge the amount of any Value Added Tax payable whether or not included on the estimate or invoice.

5.4 All estimates are valid for a period of 14 days from the date of submission or less if detailed in an individual estimate.

5.5 Unless otherwise stated, photography, stock images, delivery and copywriting will be charged extra.

5.6 If the contract or hourly price has not been fixed for the term of an agreement, our hourly rate of £100 will apply.

5.7 The Agency reserves the right to alter the hourly rate at any time as business needs dictate.

5.8 Any estimates given by The Agency as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence.

5.9 Any stated timescale is reliant upon the client providing all required information/ copy/images within the time set out at project initiation.

6 Methods

6.1 The Agency reserves the right to sub-contract the fulfilment of an order or any part thereof.

6.2 Any images supplied electronically will be incorporated into designs without charge provided that they are of suitable quality. All images need to be supplied as EPS illustrator vectors for logos and Photoshop tiffs (300dpi min) for pictures. Any logos that need to be re-drawn will be charged extra at our hourly rate. All supplied images requiring scanning or alterations to be charged at £20 per image. Images sourced from external image libraries may incur additional licence/royalty charges payable by the Client.

6.3 Should the Client supply text, artwork or images, the Agency is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.

6.4 The Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim.

6.5 Origination and/or conceptual work and any copyright subsisting therein shall remain the property of the Agency unless otherwise agreed in writing with the Client.

6.6 The Client’s property and property supplied to the Agency on behalf of the Client, while it is in the possession of the Agency or in transit to or from the Client, will be deemed to be at Client’s risk unless otherwise agreed and the Client should insure accordingly.

6.7 The Agency may charge rent for storage of goods retained at Client’s request, or items left with the Agency before receipt of the order or after notification to the Client of completion of the work.

6.8 When required to expedite project delivery ahead of the time needed for proper production of a given deadline, the Agency shall not be liable for defects occasioned thereby. Should such delivery require payment of overtime wages, delivery charges or other additional costs, all such extras will be for the Client’s account.

6.9 The Agency shall not be required to use, print, upload or hold any matter which in its opinion is or may be of an illegal or libellous nature or an infringement of the proprietary or other rights of a third party.

7 Fees

7.1 The Client shall pay the Agency the Fees.

7.2 The Agency understands and will exercise our statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1998 amended by European Directive 2000/35/EC if we are not paid according to these terms.

7.3 All work remains copyrighted to the Agency until settlement of relevant fee account.

7.4 All payments must be in UK Pounds Sterling.

7.5 All work completed after project inception will be billed as it is completed at the end of every agreed phase as Work in Progress (WIP) until the conclusion of the project.

7.6 If the Agency incurs any costs as a result of the Client’s neglect or default, the Agency may charge those costs to the Client in addition to the contract price.

7.7 The Client shall pay for any preliminary work which is produced at his request, whether experimentally or otherwise. A 50% rejection fee is applicable on all designs executed by the Agency should the Client cancel their order.

7.8 When payment is overdue, the Agency may suspend work, service and/or delivery without notice and without prejudice to any other legal remedy until due payment has been made. Furthermore, any work started but incomplete may be suspended and payment therefore becomes immediately due and payable, notwithstanding anything expressed herein, and any monies in respect of.

7.9 The Agency may require payment in advance, or a deposit of at least 50% of the estimate total prior to instigating work on an order, particularly but not limited to the following situations: new clients; clients with a poor payment history; large, lengthy or complex projects. Where a deposit is required, the balance shall be due upon completion of the work or phases, unless otherwise agreed in writing in advance.

7.10 If your payment is returned by the bank as unpaid for any reason, you will be liable for a charge of £50 for each occurrence.

7.11 All sums due shall be paid on receipt of invoice. In situations where payment is not received, the Agency will immediately suspend all services/work until the outstanding debt is cleared.

7.12 Within 7 days of acceptance of the Project Proposal by the Client the Client shall pay to the Agency a non-refundable deposit, normally 50% of the total estimated cost of the project.

7.13 The Agency will not undertake any work on the Services until it has received the deposit required under clause 7.12 above.

7.14 The Agency reserves the right to increase the Fees if changes to the Services are required by the Client which depart from the original Project Proposal or any instruction given by the Client to the Agency.

7.15 If the Client cancels this Agreement, or the Agency deems it to have been cancelled by the Client, at any time before the completion of the Services, the Client shall pay (a) any fees that would have been charged by the Agency to that date including standard period notice costs as detailed in section 11, clause 2 and (b) any payments the Agency has made or has contracted to make or liabilities incurred to any third parties in relation to the Project or the Client.

7.16 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above the Bank of England base rate from time to time in force and shall accrue at such a rate after as well as before any judgement. Failure to raise an invoice in respect of interest shall not be deemed to constitute a waiver of our rights to recover interest.

7.17 The Agency will use its best endeavours to produce designs and materials that substantially meet the Client's specifications. If the Client rejects designs produced according to those specifications for aesthetic reasons or if the Client changes their original specifications in light of the work produced, the Agency reserves the right to charge extra for redoing the work.

7.18 All work may be submitted for the Client’s approval and the Agency shall incur no liability for any errors not corrected by the customer in works so submitted. Client’s alterations and additional proofs necessitated thereby shall be charged extra. When content, style, type or layout is left to the Agency judgement, changes there from made by the Client shall be charged extra. No responsibility will be accepted for differences between proofs and work supplied to the Client where the methods of production differ.

8 Proofing

8.1 Proofs, pull samples, specimens, sketches, photographs, links or any representation, whether partial or total, of the finished article in whatever form may be submitted to the Client for approval.

8.2 Colour proofing is chargeable at £5 per A3 sheet and £2 per A4 sheet. Mono proofing is chargeable at £2.50 per A3 sheet and £1 per A4 sheet.

8.3 After approval the Client shall have no claim against the Agency for errors in the exemplar as approved by them.

9 Confidentiality

9.1 Each party agrees: to keep all information about the other's business strictly confidential, not to use or copy Confidential Information save as agreed in writing with the other party; and to procure that all persons to whom it discloses Confidential Information are bound by the terms of confidentiality at least equivalent to this.

9.2 This clause 9 shall not apply to either party in relation to information that (other than by breach of any duty of confidence) has come into the public domain; is obtained from a third party or was already known to that party before the Agreement; or is required to be disclosed by order of a court of competent jurisdiction.

10 Intellectual Property

10.1 The Client shall have sole title and ownership of all Intellectual Property Rights previously held by the Client and all Intellectual Property Rights created or developed by themselves. The Agency shall have sole title and ownership of all Intellectual Property Rights created or developed by the Agency in the provision of their Services or contained in any of their Designs.

10.2 The Agency will grant to the Client, once all Fees have been paid, a non-exclusive royalty free licence to use the Intellectual Property in connection with the Project. This licence is personal to the Client and cannot be assigned or transferred to any person (including, for the avoidance of doubt, any group, company or associate of the Client) without the prior written consent of the Agency.

10.3 The Client hereby irrevocably and unconditionally indemnifies and shall hold fully indemnified the Agency from and against any and all actions, proceedings, losses, damages, liabilities, obligations, costs, claims, charges and expenses suffered by the Agency of whatsoever nature arising out of or in connection with the Agency's use of any materials supplied to it by the Client in the course of its performance of its obligations relating to the execution of the Project (in the case of websites, including but not limited to any related copyrights, trade secrets, trade names, patents, intellectual property rights or obscenity laws in any country of jurisdiction in which the content of the site can be reviewed or retrieved).

10.4 The Client hereby grants the Agency an irrevocable licence to use images or extracts from the Project for promotional purposes for the Agency and on its own website together if suitable a link to the Client's site.

10.5 It is a condition of this agreement (and has been taken into account in assessing the Fees) that the Agency will be credited as the project creator, if requested by the Agency.

11 Term

11.1 The Agency may terminate this Agreement without notice if the client is in breach of a material term or condition and fails to remedy a remediable breach within 10 days of receipt of a written notice to do so specifying the nature of the breach. Termination of a contract of agreement, are subject to the standard term of notice as detailed section 11, clause 2

11.2 A term’s notice means notice given not later than the first day of the quarter year period preceding the quarter year to which the notice relates. In cases where notice is not given, the appropriate sum in lieu of notice will become due and owing to the Agency as a debt on the first day of the quarter year cover, which would have been the final term of provision if a quarter year notice had been given.

11.3 If the Client ceases to pay his debts in the ordinary course of business or cannot pay his debts as they become due or is deemed to be unable to pay its debts or have a winding-up petition issued against it or being a person who commits an act of bankruptcy or has a bankruptcy petition issued against him, the Agency without prejudice to other remedies shall:

11.3.1 Have the right not to proceed further with the contract or any other work for the Client and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Client. Such charge to be an immediate debt due to him.

11.3.2 In respect of all unpaid debts due from the Client have a general lieu on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days' notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds towards such debts.

11.4 The rights and obligations of the Agency and the Client contained in clauses 9 and 10 shall survive any termination of this Agreement. Termination of this Agreement shall be without prejudice to any rights which have accrued to either party prior to termination.

12 Limitation of Liability

12.1 All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, are subject always to sub clause 12.2.

12.2 Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.

12.3 In any event, no claim against the Agency shall be brought unless you have notified the Agency of the claim within one year of the issue arising

12.4 In no event shall the Agency be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of business, contracts, anticipated savings or profits or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Agency's negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by the Agency.

12.5 The Agency warrants that its services will be provided using reasonable care and skill. Where the Agency supplies any goods supplied by a third party, the Agency does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the supplier of the goods to the Agency.

12.6 The Client is solely responsible for the proper backup and protection of all of its software and data, as well as the implementation and maintenance of firewalls and security measures including proper virus control.

13 Force Majeure

13.1 Though every effort will be made to carry out the contract the Agency shall be under no liability if it shall be unable to carry out any provision of the Agreement for any reason beyond its control including (without limiting the foregoing) Act of God, war, strike, lockout or any other labour dispute, fire, flood, drought, failure of power supply, legislation, failure of third parties to supply software, design work or other materials or facilities or other cause beyond the control of the Agency. During the continuance of such a contingency the Client may by written notice to the Agency elect to terminate the Agreement and pay for Services rendered and Materials used, but subject thereto shall otherwise accept delivery when available.

14 General

14.1 If any provision of the Agreement is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid provision eliminated. In the event of there being any invalidity so fundamental as to prevent the accomplishment of the purpose of this Agreement, the parties shall immediately commence good faith negotiation to remedy such invalidity.

14.2 The Customer may not assign any of its obligations under this Agreement without the prior written consent of the Agency. However, the Agency may arrange for subcontractors to perform any of the Agency’s obligations under this Agreement.

14.3 The Agency will not be liable to the Client or to any third party for any non-performance or delay in the performance of its obligations under this Agreement, if events or conditions beyond its reasonable control cause the non-performance or delay and the Agency gives the Client prompt notice thereof. In no event will this provision affect the Client's obligation to make payments to the Agency under this Agreement except in respect of Services that are unable to be performed by the Agency, until they can be performed.

14.4 The Client undertakes that it will not during the term of this agreement and for 12 months after completion of the Services or earlier termination of this agreement in accordance with clause 9 hereof (whichever is the later) either alone or in conjunction with or on behalf of any other person, directly or indirectly seek to entice away, solicit or engage any person who was during the term of this agreement an employee or consultant of the Agency or was otherwise engaged by the Agency and was involved in any way in the provision of the Services. Whilst both the Client and the Agency agree that this restriction is reasonable in all the circumstances it is agreed that if a court of competent jurisdiction considers that the restriction is invalid but would have been valid if either the period or its scope were reduced then the restriction will continue to apply with such limitation or limitations necessary to enable its validity.

14.5 The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

14.6 This Agreement is subject to English law and to the exclusive jurisdiction of the English courts.

15 Special conditions

15.1 Travelling time to and from customer premises is not generally included in our estimate. The Agency reserve the right to make a charge for travelling time at our normal consultancy rates. Likewise, the Agency reserve the right to charge for travelling expenses based on 45p per mile. (No charge will be made for travelling time or expenses incurred before the approval for work to commence.).

16 Warranty

16.1 Any errors in the Project due to work carried out under this agreement will be corrected immediately during 30 days after the Project is signed off.

16.2 After the 30 day warranty period the Client may expect to receive basic technical support by phone or email. If the level of support required is high the Company reserves the right to charge for it.

17 Print Work

17.1 Proofing

17.1.1 After initial design and layout, a mono proof will be submitted for author’s corrections to be identified. These corrections will be carried out inclusive of the quoted price. On approval of a second mono proof, again inclusive of the quoted price, the design will be classed as complete, where a final colour proof will be provided for full Client sign off. Any additional author’s corrections requested after the second mono proof is submitted will be charged at our normal rate of £100 per hour and £5 for each colour A3 proofing page printed.

17.2 Print

17.2.1 Standing matter and printers’ materials of any kind are effaced or disposed of immediately after the order is executed unless written arrangements are made for retention in advance.

17.2.2 The Agency shall not be required to work to tolerances closer than those applicable to the materials obtained by him in the ordinary course of trade. No liability shall arise from variation in the standard, quality and performance of such materials.

17.2.3 Every endeavour will be made to deliver the correct quantity ordered, but estimates are conditional upon margins of 5% for work in one colour and 10% for other work being allowed for overs or shortage (4% and 8% respectively for quantities exceeding 50,000) the same to be charged or deducted.

17.3 Materials supplied by the Client

17.3.1 The Agency will not be responsible for imperfect work caused by defects in or unsuitability of material and equipment supplied by the Client. The Agency will not be responsible for Client’s material wasted in course of production. Extra costs incurred through the use of defective materials or equipment supplied are for the Client’s account.

17.3.2 The Agency may reject any paper, plates or other materials supplied or specified by the Client which appear to them to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged except that if the whole or any part of such additional cost could have been avoided but for unreasonable delay by the Agency in ascertaining the unsuitability of the materials then that amount shall not be charged to the Client.

17.3.3 Quantities of materials supplied by the Client shall be adequate to cover normal spoilage.

17.4 Machine Readable Codes

17.4.1 In the case of machine readable codes or symbols, the Agency shall print the same as specified or approved by the Client in accordance with generally accepted standards and procedures.

17.4.2 The Client shall be responsible for satisfying themselves that the code or symbol will read correctly on the equipment likely to be used by those for whom the code or symbol is intended.

17.4.3 The Client shall indemnify the Agency against any claims by any party resulting from the code or symbol not reading or not reading correctly for any reason, except to the extent that such claim arises from any failure of the Agency to comply with any of the above which is not attributable to error falling within the tolerances generally accepted in the trade in relation to printing of this sort.

17.5 Delivery

17.5.1 Goods will be dispatched or must be collected by the Client when ready and the Client shall not refuse or delay delivery.

17.5.2 Advice of damage, delay or partial loss of goods in transit or of non-delivery must be given in writing to the Agency and the carrier within three clear days of delivery (or, in the case of non-delivery, within 28 days of despatch of the goods) and any claim in respect thereof must be made in writing to the Agency and the carrier within seven days of delivery (or, in the case of non-delivery, within 42 days of despatch). All other complaints and claims must be made in writing to the Agency within 28 days of delivery. The Agency shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Client proves that it was not possible to comply with the requirements and advice (where required) was given and the claim made as soon as reasonably possible.

17.5.3 Goods completed but not delivered shall thereupon forthwith become due and payable. Moreover, after the expiration of 14 days notice the Agency may exercise a general lien on all the Client’s goods and property in our hands and may dispose of such goods and property as they see fit and apply the proceeds towards such debts. The Agency may also elect to cancel further work and/or not produce any unmade balance of such contract and recover from the Client any losses sustained by so doing.

17.5.4 The Agency shall not be liable for any loss to the Client arising from delay in transit howsoever caused.

17.5.5 The risk in the goods passes to the Client upon delivery (whether to the Client or to a common carrier) but legal and beneficial ownership shall remain with the Agency until payment in full has been received (each delivery being considered as a whole). Until the date of payment the Client, if so required by the Agency, shall store the goods in such a way that they are clearly identifiable as the property of the Agency.

18 Digital Media Services

18.1 Programming

18.1.1 The Agency can only program sites to be as secure as reasonably possible at the time of delivery and cannot offer indemnity against future threats/developments.

18.1.2 Once the Agency has deemed a project to be complete, any amendments will be charged at the Agency’s standard billing structure of £100/hour.

18.1.3 The Agency develops websites for compatibility with the current version of Microsoft Internet Explorer: not all previous versions or every browser. If further compatibility is required, the Agency must be advised at the outset.

18.2 Ownership

18.2.1 The ownership of the web pages and copyright therein shall remain with the Agency until payment in full has been received for all sums owing. Once payment has been received, ownership and copyright shall pass to the Client for page text and graphics specific to the Client.

18.2.2 Ownership of all code used in processing web pages shall remain with the Agency and it is expressly agreed that the use of such code in processing the web pages does not confer any passing of title from the Agency to the Client.

18.3 Content

18.3.1 The Client shall supply the copy for your web pages in clear and usable permanent or electronic form and shall be entirely responsible for the content of the web pages.

18.3.2 All images uploaded to websites by the Client (via CMS, FTP or other) should be optimised (compressed file size). The Agency can provide advice on the best image editing software packages, but accepts no responsibility for the performance or compatibility of third-party software, or the results they produce.

18.3.3 When a test link is provided, it is the responsibility of the Client to test the functionality, read and check all copy, as well as approve the design and images used before approval is given.

18.3.4 The Agency can provide legal disclaimers and privacy policies; but it is the responsibility of the Client to confirm with their own legal advisers that these meet their individual requirements, as The Agency accepts no responsibility for their accuracy, relevance or currency.

19 Website Hosting and Email Service

Summary:

The Agency offers website hosting and database hosting services through the use of third party providers and is subject to requirements set out in these terms and conditions and any other relevant terms and conditions, policies and notices which may be applicable to the supply of hosting services.

Below is a summary of the main points covered in these terms of service:

• Whilst we and our suppliers will always endeavour to give you the best possible level of service, we cannot guarantee 100% availability of service.

• The Agency and our suppliers accept no responsibility for any losses caused through a loss of service.

• Your service will be removed if you fail to pay in time or misuse the service.

• The Agency will not be liable for any costs to restore your service once it has been removed. Specifically, any websites with databases will require reprogramming once they have been removed from their original server.

• Any work undertaken by the Agency at the request of the Client will be charged at our standard rate of £100 per hour, including investigations regarding problems or loss of service that are not due to the Agency or our suppliers. The Agency should only be contacted after you and your IT professional/advisor have established that any problems are not due to you or your systems.

• Our server management fee covers the ongoing management of your server, including security patches, server health checks, uptime/performance monitoring and access to technical advice from our development team.

• Support at our standard level is provided on a best effort basis by the Agency from 9am-5pm Monday-Friday (excluding bank holidays and the shut-down period between Christmas and New Year) and 24/7 ticket support from our suppliers (with varying response times).

19.1 Website & Email Content & Use

19.1.1 We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server. You warrant the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which you place or allow to be placed on your web pages. You warrant that you are authorised to promote and/or provide any information which you promote and/or provide on your web pages (for example if you are providing financial information, that you hold any necessary authorisation under all relevant legislation including the Financial Services Acts).

19.1.2 You represent, undertake and warrant to us that you will use the website allocated to you only for lawful purposes. In particular, you represent, warrant and undertake to us that:

• 19.1.2.1 You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.

• 19.1.2.2. You will not host, post, publish, disseminate, link to or transmit: - Any material or information which is unlawful, infringing, threatening, abusive, malicious, defamatory, obscene, indecent, blasphemous, profane or otherwise objectionable in any way.

- Any material containing a virus or other hostile computer program.

- Any material or information which constitutes, or encourages the commission of a criminal offence, or which threatens, harasses, stalks, abuses, disrupts or violates the legal rights (including rights of privacy and publicity) of others, or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.

- You will not send bulk email, whether opt-in or otherwise, from our network. Nor will you promote a site hosted on our suppliers network using bulk email.

- You will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.

- You shall observe the procedures which we may from time to time prescribe and you shall make no use of the Server which is detrimental to other customers.

- You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner. - In the case of an individual User, you warrant that you are at least 18 years of age and if the User is a company, you warrant that the Server will not be used by anyone under the age of 18 years.

- You are entirely responsible for any civil or criminal liability that is incurred as a result of any use of your web pages. If you post or allow to be posted a defamatory or libellous message, it is you that will be deemed to have published it and you shall be liable for the consequences of it.

19.1.3 We and our suppliers reserve the right to remove any material which they deem inappropriate from your web site without notice (specifically, but not restricted to, Warez and illegal MP3 content).

19.1.4 If you advertise or offer to sell goods or services via your web pages, you undertake to provide goods in conformity with any description and warranties made. You agree to comply with all relevant legislation including Advertising and Broadcast regulations, Consumer Credit Acts and Trades Descriptions Acts. If you are advertising goods in the course of a trade or business this must clearly be so stated.

20 Web Services

20.1 The Agency will provide Services to the Client and will be entitled to charge the Client for such Services at the rates specified in the Schedule.

20.2 The Agency shall be entitled to provide the Services remotely from its own premises and will not be required to attend the Client's premises. If the Agency is required to attend the Client's premises for any reason pursuant to this Agreement, the Client will reimburse the Agency for reasonable transport and/or accommodation expenses incurred by the Agency in doing so.

20.3 The Client authorises the Agency to obtain access to the Client's computing facilities referred to in the Schedule using the remote means of access referred to in the Schedule and subject to any Restrictions on Access set out in the Schedule, for the purposes of providing the Client with Services.

20.4 The Agency will not use its method of remote access to access the Client’s website for any purpose other than to provide the Services. However, the Agency shall be permitted to gain remote access to the Client’s website for lawful purposes using any publicly available means (such as the World Wide Web), which do not require special authorization.

20.5 The Agency will take the following steps to ensure the security of the Client’s website (insofar as the use of the Agency’s systems and the access to the website are concerned):

• 20.5.1 ensuring that no passwords are stored in easily recognisable form on the Agency’s own systems in circumstances where a breach of the Agency’s own internal security may reveal them;

• 20.5.2 ensuring that only those employees and contractors of the Agency who are required to access the Client’s website using the Agency’s systems and the means of access are able to do so;

• 20.5.3 ensuring that the Client’s website is are not capable of being accessed by a system or user, which transits the Agency’s own systems, except as permitted by this Agreement.

20.6 The Client indemnifies the Agency against any loss or damage arising directly or indirectly from any unauthorised use of the website to which the Agency has been granted remote access, provided that such unauthorised use has not arisen as the result of any material breach by the Agency of its own obligations under Clause 20.5 of this Agreement.

20.7 The Client will also reimburse the Agency for all expenses incurred by the Agency on the Client's behalf or in carrying out its obligations under this Agreement.

20.8 The Client will pay the Agency for the cost of any Products (including any licensing that the Agency is required to pay to obtain a sub-license in favour of the Client for any third party materials) together with the Agency’s own charge that it levies for handling and/or obtaining any relevant sub-licenses

21 Hosting Services

21.1 The Agency reserves the right to sub-contract hosting services and may change this sub-contractor without giving notice. The Agency does not guarantee continuous service and will accept no liability for loss of service, whatever the cause. The Agency may change the type of hosting account used for clients whose site uses an unusually high level of bandwidth. If additional fees become payable, the Agency will give the Client 30 days notice. The Agency will not guarantee to host any site that causes detriment to the operation of any other sites or systems.

21.2 Terms of service The Agency provides World Wide Web page hosting. The Agency reserves the right to suspend or cancel a Client's access to any or all services provided by the Agency when the Agency decides that the account has been inappropriately used or otherwise.

21.3 Domain Names The registration or obtaining of any domain name for the Client shall be subject always to the relevant terms and conditions of the relevant registrar and shall be subject to any third party claims there may be in respect of trademark, copyright, and/or passing off and the Client acknowledges and warrants that it has made all investigations and considered any competing claim there may be to or in respect of the name by third parties whether in the UK or elsewhere. Domain names registered on the Client’s behalf are at no time the property of the Client. Upon registration of a domain name the Client acquires the right to use the domain name for the period agreed but does not hold title to it. Where the Agency have registered the domain name on the Client’s behalf this domain name will be registered to the Agency. The Agency agrees to transfer this domain to the Client or his/her agent when asked to do so providing that all accounts have been settled.

21.4 Server use Personal accounts are to be used by the primary owner only. Personal account holders are not permitted to resell, store or give away web-hosting services of their website to other parties. Web hosting services are defined as allowing a separate, third party to host content on the owner's web site. Exceptions to this include ad banners, classified ads, and personal ads. The Agency reserves the right to refuse service and /or access to its servers to anyone.

21.5 The Agency does not allow any of the following content to be stored on its servers:

Illegal Material - This includes copyrighted works, commercial audio, video, or music files, and any material in violation of any Local, Federal, State or Country regulation.

Adult Material - Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of "adult material" is left entirely to the discretion of the Agency.

Warez - Includes pirated software, ROMS, emulators, phreaking, hacking, password cracking. IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide "links to" or "how to" information about such material.

21.6 Payment policies All accounts are set up on a prepay basis. Although the Agency reserves the right to change prices of accounts or services at any time all pricing is guaranteed for the period of prepayment. Payment is due each anniversary year following the date the account was established. In situations where payment is not received the Agency will immediately suspend all services until the outstanding debt is cleared. The Client is responsible for all money owed on the account from the time it was established to the time that the Client sends a written cancellation request. Payments are to be made by bank transfer in UK sterling.

21.7 Cancellation and refunds

The Agency reserves the right to cancel the hosting service at any time. In this event customers will be entitled to a pro rata refund based upon the remaining period of the package. If a customer contravenes The Agency's terms of service a refund will not be issued in the event of a cancellation. If the Client decides to cancel their hosting account they must do so by giving three clear calendar months notice to the Agency (for the sake of clarity a calendar month starts on the 1st of the month and part of a month does not form part of this notice period) and arrange the transfer of their domain/s. The Client will be charged at the standard Agency rate for hosting notice and domain/s transfer if notice is not given and the hosting period lapses. Any incentives or special arrangements offered to the Client when opening the account will also be cancelled. Fees charged on a prepay basis are non-refundable. In addition some accounts incur set-up fees, these charges are also non-refundable.

21.8 Indemnification

The Client agrees that it shall defend, indemnify, save and hold the Agency harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against the Agency, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employees or assigns. Client agrees to defend, indemnify and hold harmless the Agency against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with the Agency’s server; (2) any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright infringement and (4) any defective products sold to customer from the Agency's server.

21.9 Disclaimer

The Agency will not be responsible for any damages your business may suffer. The Agency makes no warranties of any kind, expressed or implied for services we provide. The Agency disclaims any warranty or merchantability or fitness for a particular purpose. The includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by the Agency and its employees.

The Agency reserves the right to revise its policies at any time.

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