Terms & Conditions
1.0.
The Company represents and warrants to the Client that it has the experience and
ability to perform the services required by this Agreement; that it will perform
said services in a professional, competent and timely manner; that it has the
power to enter into and perform this Agreement; and that its performance of this
Agreement shall not infringe upon or violate the rights of any third party or
violate any UK laws. However, the Client will not determine or exercise control
as to general procedures or formats necessary to have these services meet the
Client's satisfaction.
2.0.
The Company recognises and acknowledges that this Agreement creates a
confidential relationship between the Company and the Client and that
information concerning the Client’s business affairs, Clients, vendors,
finances, properties, methods of operation, computer programs, and
documentation, and other such information, whether written, oral, or otherwise,
is confidential in nature. All such information concerning the Client is
hereinafter collectively referred to as "Confidential Information."
3.0.
The Company agrees 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 person whatsoever and that upon the termination of this
Agreement it will turn over to Client all documents, papers, and other matter in
its possession or control that relate to the Client. The Company further agrees
to bind its employees and subcontractors to the terms and conditions of this
Agreement.
4.0.
The Client represents to the Company and unconditionally guarantees that any
elements of text, graphics, photos, designs, trademarks, or other artwork
furnished to the Company for inclusion in Web pages are owned by the Client, or
that the client has permission from the rightful owner to use each of these
elements, and will hold harmless, protect, and defend the Company from any claim
or suit arising from the use of such elements furnished by the client. Copyright
to the assembled work of Web pages produced by the Company is owned by the
Company.
5.0.
The Company will provide services as specified in writing by the Company.
5.1.
The Company can not be held responsible for alterations or corrections to
proofs, if returned after the specified date or not confirmed in writing or
received by e-mail. No responsibility is taken for the accuracy of copy not
given in writing to the Company.
5.2.
The Company is not responsible for any web copy or narrative. Therefore, if all
text, narrative, web copy has not been submitted within 30 days from the date of
signed agreement or first paid deposit, whichever comes first, the Company
reserves the right to invoice for all remaining balances upon successful
completion of artwork. The Company agrees to input all outstanding content
within 3 working months so long as all outstanding content has been submitted
within 6 months of the project being assigned and balances settled in full.
Content, narrative, text, whether agreed or not, supplied after this time frame
will be subject to charge.
5.3.
All should be provided in word format either by email or CD ROM. Time required
to make substantive changes to client-submitted text after the web pages have
been constructed will be additional, billed at the hourly rate.
5.4.
There is a minimum charge of £10.00 (plus vat) per image scanned by the Company.
5.5.
If all required content is not submitted within three months of date of signed
agreement and/or cheque, the Company reserves the right to demand full payment
of any outstanding balances.
5.6.
Client feedback must be submitted no later than 14 working days from
presentation. The Company shall not be held liable for any delay caused if
required feedback is not submitted within this time. The Company reserves the
right to demand all monies if feedback is delayed by anything exceeding 60 days.
5.7.
The Client will pay for all travel expenses incurred if any more than the agreed
number of visits are required at 0.38 pence (plus vat) per mile. There is a
minimum fee of £65.00 (plus vat) to cover travel; the highest fee will be
applied accordingly.
6.0.
The Company reserves the right: (a) to refuse or terminate any site or part of a
site in the event that fees are not paid or copy not supplied within the
specified timescale. The Company reserves the right to cancel or suspend any
advertisement or service or service feature should it be deemed appropriate at
its own discretion without giving any reason or period of notice therefor. (b)
to make corrections or alterations it considers necessary or desirable whether
to enable conformance to site style or subject matter or otherwise. (c) to alter
cancel or postpone publication date(s).
7.0.
Where services are costed and supplied on an annual basis any cancellations and
transfers can only be accepted if requested by the Client in writing giving at
least three months notice prior to the end of the annual period. Otherwise the
next twelve month period charges will be payable in full.
8.0.
If a Client cancels the balance of an order they relinquish any right to the
annual or series discount to which he was previously entitled and must pay for
server space, hosting and services at the appropriate rate previously invoiced.
9.0.
The Client shall promptly notify the Company in writing of any error on the web
site and in any case within fourteen days of the publication date. Failing such
notification the Company will be under no liability to correct the errors free
of charge and any subsequent correction or changes will incur programming
charges. The Client will indemnify the Company against all actions, proceedings,
claims, demands, damages and costs including legal costs brought or made by
third parties as a result of the publication or distribution of the material
containing such error.
10.0.
Notwithstanding that the Client may be named as Registrant the Company retains
all title to domain names registered until our applicable domain name
registration fees have been paid in full by the Client. If payment is not
received within our terms the domain name registration will be cancelled and the
Client will be responsible for the payment of all fees, loss of profit and
administration costs incurred. Should the Client apply for re-tagging or any
other registration changes before all outstanding amounts on the Clients account
have been paid in full, the Client will be responsible for all expenses incurred
by the Company in collecting payment for the name or for renewal fees.
10.1.
The Company accepts no responsibility for the use of any domain name or for any
conflict with trade marks or with proprietary rights to names in other contexts.
10.2.
The Company reserves the right to withhold IPS tag changes and name registration
changes until all outstanding amounts on the Clients account have been paid in
full. In the event that at a Clients behest Nominet changes the tag without our
agreement Client will be responsible for all our resultant administration and
debt collection costs.
10.3.
The Client recognises and is responsible for its compliance with Section 33 of
the Companies Act 1985 and indemnifies the Company from all consequences of
registering domain names deemed not to be in compliance thereto.
10.4.
All domain names are registered for a minimum period of one year. The Company
shall provide reasonable notice to the Client for the renewal of a domain name(s).
If you do not wish to continue with the renewal of a domain name or associated
service, you must provide minimum 30 days notice to the Company in writing
otherwise the next twelve month period charges will be payable in full.
10.5.
Any non-payment of a recurring invoice is subject to a £20.00 (plus vat)
administration charge. The customer is responsible for all money owed on the
account from the time it was established to the time that the customer sends a
written cancellation request.
11.0.
Unless the Client agrees otherwise in writing, the price for any server space,
hosting, mail forwarding or bandwidth will be the price list price prevailing at
the date upon which agreement was reached. Hosting charges exclude domain name
fees which must be administered by and paid to the Company.
11.1.
The company reserves the right to refuse service and/or access to its servers to
anyone.
11.2.
The Company does not allow any of the following content to be stored on its
servers:
11.2.1.
Adult material - includes all pornography, erotic images, or otherwise lewd or
obscene content.
11.2.2.
Excessive download content or non-linked content.
11.3.
The Company reserves the right to move your data to a different server with no
previous notice.
11.4.
All domain names are registered for a minimum period of one year. The Company
shall provide reasonable notice to the Client for the renewal of a domain name(s).
If you do not wish to continue with the renewal of a domain name or associated
service, you must provide minimum 30 days notice to the Company in writing
otherwise the next twelve month period charges will be payable in full.
11.5.
All hosting services are for a minimum period of one year. The Company shall
provide reasonable notice to the Client for the renewal of a hosting and/or
associated service. If you do not wish to continue with the renewal of a hosting
and/or associated service, you must provide minimum 30 days notice to the
Company in writing otherwise the next twelve month period charges will be
payable in full.
11.6.
If you exceed the limits on our database products (MS SQL and MySQL) then we
will automatically charge you for the additional space you use at our current
prices.
12.0.
All material published and supporting code shall be owned by and is the
copyright of the Company. Applications whether or not bespoke are licensed for
use on the Company’s servers by the Client who has no title to the code or
programme. Ongoing application support shall be by maintenance and support
contract on a pre-arranged basis. Replication, reproduction, changes, sharing,
tampering of code is strictly prohibited and will be deemed as an infringement
of intellectual property rights resulting in legal action.
12.1..
All application services are for a minimum period of one year unless otherwise
agreed with the Company. The Company shall provide reasonable notice to the
Client for the renewal of a service. If you do not wish to continue with the
renewal of a service, you must provide minimum 30 days notice to the Company in
writing otherwise the next twelve month period charges will be payable in full.
13.0.
The Client cannot refuse delivery or avoid settling any outstanding balance(s)
if a delay has occurred on part of the Client in setting up a internet merchant
account for payment gateway integration.
14.0.
The Company integrates inclusive of cost with WorldPay.com, SecPay.com and HSBC.
Request for integration with a payment gateway provider other than the ones
listed will be subject to a additional fee of £400.00 (plus vat).
15.0.
The Company make no warranties that Client listings or their positions on Search
Engines can be controlled in any way. Client positioning on Search Engines or
the lack thereof shall not be used as a reason to avoid paying invoices.
16.0.
Payment is due when the order is placed and stage or monthly payments must be
made at the time and in the manner agreed in writing at the outset
notwithstanding any inability of the Client to provide text or illustrative
material within the timeframe agreed or at most within six months of the start
of the work. Late payments will incur interest charges at 5% per month over the
Company's overdraft rate applied by HSBC BANK plc at the time of any default or
delay. Delinquent bills will be assessed a £50 charge if payment is not received
within 10 days of the due date. Should collection activities become necessary,
the Client agrees to pay all fees relating to said activity.
17.0.
The Client agrees that it shall defend, indemnify, save and hold the Company
harmless from any and all demands, liabilities, losses, costs and claims,
including attorney fees asserted against the Company, 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 Company,
customer, its agents, employees or assigns. The Client agrees to defend,
indemnify and hold harmless the Company against liabilities arising out of; (1)
any injury to person or property caused by any products sold; (2) any material
supplied by the Client infringing or allegedly infringing on the proprietary
rights of a third party; (3) copyright infringement and (4) any defective
products sold to a Client by the Company.
18.0.
The Company will not be responsible for any damages your business may suffer.
The Company makes no warranties of any kind, expressed or implied for services
we provide. The Company does not back up your data/website and whilst every
attempt would be made in the unlikely event of any corruption or hardware
failure, the Company cannot guarantee to be able to replace lost data. The
Company disclaims any warranty or merchantability or fitness for a particular
purpose. This includes loss of data resulting from delays, nondeliveries, wrong
delivery, and any and all service interruptions caused by the Company and its
employees. The Company reserves the right to revise its policies at any time.
19.0.
We will endeavour to provide a continuous high quality service. If you
experience problems with your service, you should email support@ingress-group.com.
20.0.
These conditions and all other express terms of the contract shall be governed
and construed in accordance with the Law of England and any disputes will be
subject to the jurisdiction of the English Courts.