PriceMaurice Limited terms and conditions for website development, hosting and domain name registration

1 DEFINITIONS

1.1 In this Agreement the following words and expressions shall have the following meanings:

1.1.1 "the Price" means the sums to be paid by the Customer to the Supplier as specified in Schedule 3 in consideration of the performance of the Project;

1.1.2 "the Project" means the design and delivery of the Website;

1.1.3 "the Specification" means the specification set out in Schedule 1 to this Agreement;

1.1.4 "URL" stands for universal resource locator;

1.1.5 "the Website" means the website to be designed by the Supplier for the Customer;

1.1.6 “Hosting Services” or “Services” means the hosting of a Customer’s website;

1.1.7 “Naming Organisations” means Nominet UK for .uk and Schlund + Partner AG as ICANN accredited Registrar for .com, .net, .org, .info, .biz, and .name domains or such other Naming Organisation as the Company may specify to the Customer from time to time;

1.1.8 “Registration” means an application by the Supplier acting as agent for the Customer to register domain name(s) with the Naming Organisation.

1.1.9 “Initial Registration Period” means the period of two years for .uk and one year for .com, .net, .org, .info, and .biz domains commencing on and including the date of the application for Registration;

1.1.10 “Registration” means an application by the Company acting as agent for the Customer to register domain name(s) with the Naming Organisation and

1.1.11 “Renewal Period” depends on the Services ordered by the Customer and can range from 3 months to 2 years.

1.2 The Schedules form part of the operative provisions of this Agreement and references to this Agreement shall, unless the context otherwise requires, include references to the Schedules.

1.3 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

1.4 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

2 INTRODUCTION

2.1 The Customer wishes to establish an internet website to promote and showcase [ ] and the projects that it has undertaken. In tandem with traditional marketing techniques a website presence is required to stimulate interest to make potential clients telephone through for further information.

2.2 The Supplier is engaged in business as a website designer and developer and has agreed to [supply a website / host a website] for the Customer upon the following terms and conditions. The Supplier may also register domain name(s) on behalf of the Customer.

3 DUTIES OF SUPPLIER

3.1 In consideration of the payment by the Customer of the Price and subject to the terms and conditions of this Agreement, the Supplier agrees:

3.1.1 to develop and deliver the graphical, technical and navigational design ("the Website Design") as set out in the Specification contained in Schedule 1 to this Agreement;

3.1.2 to create and deliver the pages of the Website containing all text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials to be featured, displayed or used in or in relation to the Website ("the Web Pages") as set out in the Specification; and

3.1.3 to advise the Customer in relation to the Website Design and the production of the Web Pages.

3.2 Subject to Clause 3.3, the Supplier undertakes to carry out the objectives set out in Clause 3.1 in accordance with the Timetable as set out in Schedule 2 to this Agreement.

3.3 Where the Customer has engaged more than one supplier in the provision of brand identity, design and development services, the delivery obligations set out in Clause 3.2 shall be conditional upon the performance of third parties as set out in the Timetable.

3.4 The duties of the Supplier do not include the upload of the final Website to the Customer’s web hosting company unless that hosting company is the Supplier.

5 REGISTRATION OF DOMAIN NAME (S)

5.1 The supplier does not accept responsibility nor does it make any warranty that the domain name (s) requested by the Customer will be accepted for registration in the register of the Naming Organisation nor will it be liable for any costs of the Customer incurred if the application for Registration is unsuccessful. The Supplier does not accept responsibility for any liability to third parties for breach of their Intellectual Property Rights in relation to the domain name (s) requested by the Customer.

5.2 Upon successful Registration the Supplier will host the Customer’s domain names (s) for the Initial Registration Period and for such time as it remains validly registered to the Customer subject to such rules of the respective Naming Organisation as may be in force from time to time.

5.3 Notwithstanding Clause 5.2, the Supplier reserves the right to suspend or cancel any application for Registration or refuse to host a domain name(s) in the circumstances set out in 13.1 of this Agreement.

5.4 Renewal of domain name(s) is automatic. Customers will need to write to the Supplier 30 days before Renewal in order to effect a cancellation of ownership of the domain name.

5.5 The Customer acknowledges that any disputes arising out of the use of its domain name(s) requested by the Customer will be resolved for .uk domains in accordance with the Nominet UK Dispute Resolution Service and for .com, .net and .org as well as .info, .biz and .name domains in accordance with the UDRP which may impose restrictions on the termination or transfer of a domain name (s) with its current host during or pending the settlement of a dispute. The Supplier agrees to act as a mediator for the Customers.

5.6 The Customer shall be permitted to transfer his domain name(s) to another host other than the Supplier upon termination of this Agreement in accordance with Clause 12.

4 DUTIES OF CUSTOMER

4.1 The Customer shall deliver to the Supplier all drafts, concepts, text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials for use in accordance with this Agreement in the agreed format and shall use reasonable efforts to ensure that it is correct and update it when required to do so pursuant to this Agreement.

4.2 Where the Customer has engaged more than one supplier in the provision of brand identity, design and development services, the Customer shall deliver the brand identity or design to the Supplier by the date set out in the Timetable.

4.3 When hosting a website through PriceMaurice Limited, the customer shall:-

4.3.1 Obtain the consent of individuals whose personal data are to be held on the register of the Naming Organisation and promptly notify the Supplier of any changes to the Customer’s registered details including (but not limited to):- (a) name and address of the Customer; (b) name, postal address, email address, telephone and fax number of the technical contact and administrative contact of the Customer’s domain name (s) and in any event provide such information within 15 days of a request for such information from the Company.

4.3.2 In order to maintain the data-transfer volume restrictions, check all email accounts in regular intervals and download the email stored therein. The Supplier may, should the capacity of the Customer's email boxes be exceeded at any time, return all subsequently received emails to the senders without notice to the Customer. Email accounts that have not been used for for a period exceeding two (2) months (i.e., the account has not been accessed by the Customer and email has not been downloaded for a period of two month) are subject to suspension by The Supplier. Upon such suspension, The Supplier will send a notification to the Customer's primary contact email address, announcing the suspension of the account. Failure to respond to such notice with a request for reinstatement of the account may, at The Supplier’s sole discretion, lead to the termination of the subject account and the email box may be deleted from The Supplier’s servers. In such cases, The Supplier takes no responsibility for the loss of any data and/or emails still located in such account and the Customer's has no recourse against The Supplier for any damages resulting from the loss of such data.

4.3.3 Keep confidential all passwords received from the Supplier for the purpose of the Services and notify the Supplier immediately upon becoming aware that a password has become known to an unauthorised third party.

4.3.4 Only make use of the Services for a legitimate and lawful purpose.

4.3.5 Allow the Supplier to access the Customer's home page to check for any infringements of the Customer's obligations under this Agreement.

4.3.6 Ensure that it complies at all times with all relevant laws and obligations including but not limited to any licence under the Act which is applicable to the Customer and all related laws in any territory in which the Customer is situated or in which the Customer's Website may be accessed or made available. The Customer must also obtain any relevant consents and approvals for the installation and use of the Equipment. The Company will have no liability under this Agreement for failure to comply with its obligations in any case where the Customer does not comply with any such relevant laws or obligations or does not obtain such consents or approvals.

4.4 When hosting a website through PriceMaurice Limited, the Customer shall NOT:-

4.4.1 send, transmit, make available, copy, retransmit, broadcast or publish (whether directly or indirectly) in whatever form any data, information or contractual rights, material or statement which infringes the Intellectual Property Rights or contractual or statutory rights of any person or legal entity or the laws or statutory regulations relating to defamation, contempt, blasphemy, infringement of privacy or personal data rights and any equivalent or related laws in any territory in which they are or may be accessed or made available;

4.4.2 make use of the Services to send or cause to be sent or forwarded electronic mail without the express or assumed agreement of the respective recipient. This shall include but not be limited to not sending large numbers of electronic mails with the same content which is commonly referred to as "spamming";

4.4.3 use the Services to obtain or offer or permit to be offered for profit or otherwise any material, images, displays or services which are erotic or pornographic including but not limited to any other material, images, displays or services which are offensive, illegal or immoral or which is in breach of any legal obligation;

4.4.4 use the Services in a manner which infringes a third party's copyright or other intellectual property rights of whatsoever nature.

4.4.5 Without prejudice to any other rights of the Supplier arising from this Agreement or otherwise, the Customer will indemnify the Supplier against all claims, losses, liabilities, expenses, fines and penalties of whatsoever nature made, incurred or imposed as a result of a breach by the Customer of the terms of this clause.

5 PROJECT MANAGEMENT

5.1 The Supplier shall nominate a Project Manager as set out in Schedule 4 to this Agreement who shall be available to respond to the Customer’s enquiries and who shall manage the Project upon the terms of this clause. The Project Manager shall act promptly and fairly at all times during the term of this Agreement and in particular shall:

5.1.1 contribute as many hours or days of work as are required from time to time for the needs of the Project in accordance with the Timetable; and

5.1.2 keep detailed records of all work carried out in relation to the Project by him or any other employee or agent of the Supplier, such records or copies thereof to be made available to the Customer on request and to remain confidential to the Supplier and the Customer.

5.2 The Customer shall nominate a Project Co-ordinator as set out in Schedule 4 to this Agreement who shall be available to co-ordinate with the Project Manager and who shall provide all information and documentation required by the Supplier for the proper performance of the Project.

5.3 The parties shall ensure that the Project Manager and the Project Co-ordinator review the progress of the Project on a weekly basis and agree a report of it.

5.4 If the Project Manager or the Project Co-ordinator is prevented by illness or injury from performing his duties under this Agreement, the Supplier or the Customer (as the case may be) shall report the fact and its expected duration to the other party. If the Project Manager’s absence through illness or injury continues for more than 3 consecutive working days the Supplier shall make available an alternative suitably qualified and experienced Project Manager acceptable to the Customer. If the Project Co-ordinator’s absence through illness or injury continues for more than 3 consecutive working days, the Customer shall make available an alternative suitably qualified and experienced Project Co-ordinator.

5.5 The Supplier shall be entitled to procure the services of any other persons with suitable skills and experience as are necessary from time to time in order to complete the Project in accordance with the Timetable.

6 ALTERATIONS

6.1 The Customer may at any time request alterations to the Specification by notice in writing to the Supplier.

6.2 On receipt of the request for alteration the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of the alteration, if any, on the Price, the Timetable and any other terms already agreed between the parties. Any increase in the Price shall be in accordance with the standard charges of the Supplier for labour. For the avoidance of doubt, the Customer’s requirement that the Supplier carry out amendments or modifications or corrective or remedial work pursuant to Clause 7 shall not constitute an alteration within the meaning of this Clause.

6.3 Where the Supplier gives written notice to the Customer agreeing to perform an alteration on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice, advise the Supplier by notice in writing whether or not he wishes the alteration to proceed.

6.4 Where the Supplier gives written notice to the Customer agreeing to perform an alteration on terms different to those already agreed between the parties, and the Customer confirms in writing that he wishes the alteration to proceed on those terms, this Agreement shall be deemed automatically to have been amended so as to include the alteration and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.

7 TESTING

7.1 On completion of the Website the Supplier shall provide the Customer with a temporary URL where the Website can be viewed and tested. If the Project Co-ordinator in his sole discretion considers that the Website has failed in any way to perform in accordance with the Specification and/or that amendments or modifications or corrective or remedial work are required, he shall promptly advise the Supplier in writing outlining the areas which require to be modified. On receipt of this notice the Supplier shall, subject to Clause 7.2, free of charge, investigate and make the changes to the Website (including corrections or enhancements to the software used) necessary to ensure that it will perform in accordance with the Specification. Following the necessary changes the Customer shall test the Website again on the same terms as above and if no further changes are intimated by the Customer, this shall be referred to as "successful completion". For the avoidance of doubt, the Supplier shall not undertake any changes free of charge where they require the Website to operate in a manner not provided for by the Specification.

7.2 Where the Project Co-ordinator considers that the Website has failed and on investigation pursuant to Clause 7.1 this proves to be a result of an error by the Customer, the Supplier shall be entitled to charge for the costs of investigation and of making the changes that are necessary and agreed at the Supplier’s then current price list.

7.3 The Supplier shall ensure that successful completion occurs on or before the date set out in the Timetable for completion to occur. If any delay in achieving successful completion is due to delay or error beyond the control of the Supplier, the relevant dates set out in the Timetable shall be deemed deferred as agreed.

7.4 Upon successful completion:

7.4.1 the Customer shall be required to sign the Supplier’s formal acceptance form, confirming that the Supplier has successfully completed the Project under the terms of this Agreement; and

7.4.2 the Supplier shall deliver to the Customer all software in relation to the Website, together with a final invoice.

7.5 Notwithstanding any provisional acceptance or use of the Website by the Customer, final acceptance of it shall not occur until successful completion and shall be without prejudice to any of the Customer’s rights set out in this Agreement.

7.6 Risk of loss or damage of any kind to the Website, the software used, the content or the documentation related to it shall pass to the Customer only upon successful completion.

8 PRICE AND PAYMENT

8.1 In consideration of the performance of the Project the Customer shall pay the Supplier the Price according to the Terms of Payment as specified in Schedule 3 to this Agreement. The Price is exclusive of VAT and shall not be subject to any adjustment or increase except as agreed in accordance with Clause 6.

8.2 The Customer shall make payment to the Supplier within 30 working days of receipt of an invoice from the Supplier, all payments to be made in pounds sterling and in the manner specified in Schedule 3. Payment by the Customer of any sum under this Agreement shall be without prejudice to any claims or rights the Customer may have against the Supplier and shall not constitute any admission by the Customer as to the performance by the Supplier of his obligations under this Agreement.

8.3 The Supplier reserves the right to alter the Supplier’s price list at any time but such alteration shall only take effect one month after notice has been given to the Customer.

9 INTELLECTUAL PROPERTY RIGHTS

9.1 The Customer grants to the Supplier a royalty-free, world-wide, non-exclusive licence to use the content supplied by the Customer for the purposes of the Project only.

9.2 Copyright to the assembled work of Web Pages produced by the Supplier is owned by the Supplier. Upon final payment the Supplier shall grant to the Customer a royalty-free, world-wide, non-exclusive licence to use the Website Design, the Web Pages and the parts of the content designed by the Supplier. Rights to graphics, source code and computer programs are not transferred to the Customer and remain the property of the Supplier. The Supplier and any sub-contractors retain the right to display graphics and other web design elements as examples of their work.

10 WARRANTIES

10.1 The Customer warrants and represents to the Supplier that any elements of text, graphics, photos, designs, trademarks or other material supplied to the Supplier for inclusion in the Website are owned by the Customer, or that the Customer has permission from the rightful owner to use each of these elements and that the Supplier’s use of such material shall not infringe the intellectual property rights of any third party.

10.2 The Supplier warrants and represents to the Customer that all works created by the Supplier in the course of the Project will, unless otherwise stated in this Agreement, be original work and not subject to any intellectual property or other rights of any third party and that the Customer’s use of the Website shall not infringe the intellectual property rights of any third party.

10.3 All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, save for the statutorily implied terms as to title.

11 LIMITATION OF LIABILITY

11.1 Nothing in these terms and conditions shall exclude or limit the Supplier’s liability for death or personal injury resulting from the Supplier’s negligence or that of its employees, agents or sub-contractors.

11.2 The entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the Price paid by the Customer under this Agreement.

11.3 In no event shall the Supplier be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Supplier had been made aware of the possibility of the Customer incurring such a loss.

11.4 The customer will indemnify the Supplier for all loss of revenue business profits, costs and expenses arising from any failure by the Customer to use the Services in accordance with this Agreement and against any fines or penalties imposed by any regulatory, advertising or trading body or authority in connection with the use of the site by the Customer.

11.5 The Suppler disclaims all liabilities in connection with the following:
- loss of material upload
- incompatibility of the site with any of the Customer’s equipment, software or telecommunications links
- technical problems including errors or interruptions of the site
- unsuitability, unreliability or inaccuracy of the site.

11.6 Nothing in this Agreement shall prevent the Supplier from pursuing payment of a debt against the Customer.

11.7 Where the Customer accesses this site from locations outside the United Kingdom, the Customer does so on the Customer’s own initiative and is responsible for compliance with local laws.

12 TERMINATION

12.1 The Supplier shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.

12.2 Either party may terminate this Agreement forthwith by notice in writing to the other if:

12.2.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or

12.2.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or

12.2.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

12.2.4 the other party ceases to carry on its business or substantially the whole of its business; or

12.2.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

12.3 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.

13 LIMITATION OF SERVICE

13.1 The Supplier shall be entitled to suspend such access to the Hosting Services as deems necessary by the Customer or any third party to all or any party of the Services if the Customer is in breach of any of the Clauses: 4.33, 4.34, 4.35, 4.36, 4.41, 4.42, 4.43 and 8. This Clause shall not be construed in any way as limiting the termination rights of the Supplier as provided by clause 12.

13.2 If access to the Hosting services is suspended as a result of downtime caused by routine or emergency maintenance by the Customer the Services shall be reconnected as quickly as practicable after, in the opinion of the Supplier, such circumstances giving rise to the need to suspend have ceased to exist.

13.3 Following the suspension of the Hosting Services (other than for the reasons referred to in Clause 13.2) the Customer shall be obliged to apply for reconnection of access to the Services but the Supplier shall not be obliged to reconnect access to the Services. On receipt of an application to reconnect the Supplier may do one of the following:- (a) reconnect as soon as reasonably practicable subject to payment of all Charges and/or Additional Charges and any amounts due under Clause 11.4; (b) specify additional reasonable terms required by the Supplier prior to agreeing access to the Services; (c) refuse to allow access to the Services on the basis that the breach or instruction or event which led to the suspension of access is unremedied or still remains as the case may be.

13.4 The Customer will pay any Additional Charges as may be required from time to time by the Supplier for reconnection to the Services.

13.5 If the breach or instruction or event which led to the suspension of Services remains or the Customer refuses to accept the additional terms referred to in Clause 13.3(b), the Supplier shall be entitled to terminate without notice:- (a) in the case of non-payment of any Charges or Additional Charges, if such amounts remain outstanding for more than 20 calendar days; or (b) in the case of any other event leading to suspension of access to the Services, if it remains unremedied or additional terms are not accepted within 14 days of the suspension.

14 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

15 ASSIGNMENT

Neither party shall be entitled to assign or otherwise transfer this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed.

16 SEVERANCE

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction 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 agreed with the invalid illegal or unenforceable provision eliminated.

17 NOTICES

Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.

18 ENTIRE AGREEMENT

This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

19 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.