Terms and Conditions
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1.0
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The Parties
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| 1.1 |
"the Designers" means Helen and Peter Christmas (together trading as Cottagewebs) and includes their sub-contractors and employees |
| 1.2 |
"the Customer" means the person, firm, company or organisation who orders the Services or Design Work pursuant to these Conditions. |
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2.0
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Definitions In these Conditions:
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"Conditions" means these terms and conditions of business
"the Design Work" means the design work, creation of artwork or graphics (whether animated or not), coding, copying, printing, photographic negatives and transparencies or any other work in connection with the creation and maintenance of a Web Site or of the elements or contents of such, irrespective of the file format in which such exists, and whether or not in digital or analogue form, or recorded in documentary form and whether or not stored on computer disk, tape or any other media or format whatsoever.
"Domain Name" means the unique name assigned and issued to a Web Site by Nominet or such other authority as may be relevant or necessary for that purpose.
"Intellectual Property Rights" means any copyright, design right, registered design, trade mark whether registered or not, right of confidentiality or any other similar right whether arising in the United Kingdom or elsewhere in the world.
"UK Fast" means UK Fast.Net Ltd. of Abbey House, 32 Booth Street, Manchester M2 4AB UK
"Servers" means the computer server equipment operated by UK Fast in connection with the provision of the Services.
"Services" means: Domain Name registration with Nominet or such other authority as may be relevant or necessary for such registration;
- the provision of an area on the Server allocated by UK Fast to the Designers for use by the Customer as a Web Site;
- email forwarding by UK Fast;
- the management of a Web Site by the Designers;
- and any other service or facility provided by the Designer to the Customer.
"the Customer's Materials" means all materials delivered to the Designers by the Customer.
"Web Site" means a page or pages accessed via the internet and allocated a particular Domain Name or web address (whether comprising hypertext markup language, extensible markup language or some other similar format).
"Control of the Customer's Web Site" means the ability to access and alter the Customer's Web Site whether by file transfer protocol or otherwise and includes all necessary passwords, identifiers, security phrases, log-on details and all other similar items or requirements and whether or not residing on the Servers.
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3.0
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Application
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| 3.1 |
Subject only to conditions 3.2 and 3.3 the Designers and the Customer shall contract subject to these Conditions which shall govern their relationship to the exclusion of any other terms and conditions whether oral, or contained or referred to in the Customer's order, or in correspondence, or elsewhere, or implied by trade custom, practice or course of dealing, or by statute and any purported provisions to the contrary are hereby excluded. |
| 3.2 |
The terms and conditions of business from time to time of UK Fast shall apply to any contract made between the Designers and the Customer as if the same were reproduced here in full save that in the event of a conflict between those terms and these Conditions these Conditions shall prevail. |
| 3.3 |
The Customer must satisfy himself as to terms and conditions of business from time to time of UK Fast and shall be deemed to have accepted those terms whether or not the Customer has actual knowledge of those terms. |
| 3.4 |
These Conditions supersede all previous agreements and understandings (if any) between the parties and all representations made with respect thereto. |
| 3.5 |
No variation of these Conditions shall be binding upon the Designers unless made in writing and signed by one or more of the Designers. |
| 3.6 |
All quotations and tenders are subject to withdrawal or amendment at any time prior to the Designer's acceptance of the Customer's order. |
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4.0
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Prices - Generally
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| 4.1 |
The Designers will not be bound by any estimate given until they have received complete instructions and have had sight of and accepted the Customer's order. |
| 4.2 |
The Designers shall not be bound by any clerical or arithmetical errors in any price list invoice statement quotation or other documentation whatsoever. |
| 4.3 |
Unless otherwise agreed in writing by the Designers, payment of the Designers' invoices shall be made on completion of the work (usually to be paid within 30 days unless otherwise specified). |
| 4.4 |
If the Customer fails to make payment on the due date, the Designers shall be entitled to charge the Customer interest at the annual rate of 4% above the base rate of Lloyds TSB Bank plc, from time to time. This sub-condition shall continue to apply notwithstanding that the Designers obtain judgement against the Customer. |
| 4.5 |
The Designers shall have a lien over information necessary to give Control of the Customer's Web Site against payment of all costs or fees due to them by the Customer from time to time and shall be entitled to withhold that information until payment in full is made. |
| 4.6 |
The Designers may require the Customer to pay a deposit at the time the order is placed. Furthermore, if in the opinion of the Designers, the creditworthiness of the Customer shall have deteriorated prior to delivery, the Designers may require full or partial payment of the price prior to delivery. |
| 4.7 |
The Customer shall not be entitled to withhold payment of any disputive claim by the Customer against the Designers nor shall the Customer be entitled to set off against any amount payable any monies which are not presently payable by the Designers or for which the Designers disputes liability. |
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5.0
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Prices - Design Work
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| 5.1 |
Without prejudice to condition 4. above the Designers reserve the right to increase any part of the costs or fees payable for the Design Work:
5.1.1 where the Customer's requirements are not clear or where the Customer's Materials are poor quality, necessitating the production of additional Design Work;
5.1.2 where the Design Work is ordered more than [30] working days prior to delivery, to reflect any increase in the costs to the Designers which is due to any factor beyond the control of the Designers such as, without limitation, increases in the costs of labour, materials or other costs, any change in delivery dates, quantities or specifications requested by the Customer, any delay caused by any instructions of the Customer, failure of the Customer to give the Designers adequate information or instructions or failure of the Customer to supply clear and legible copy. |
| 5.2 |
The Designers shall notify the Customer of the amount of any increase prior to carrying out any further work. The Customer shall have the right to cancel the order if the price has increased by more than 10% as soon as reasonably practicable on receiving notification of such increase but shall pay the Designers on a pro rata basis calculated from the costs and fees originally agreed for any part of the Design Work which had been completed at the time of cancellation of the order. |
| 5.3 |
Without prejudice to the above, the Designers reserve the right to charge the Customer for all preliminary Design Work carried out, whether experimental or otherwise, at the Customer's request. In the event that the Designers accept early termination by the Customer of any contract, the Customer shall pay the Designers for the preliminary Design Work, if any, carried out prior to such termination on a pro rata basis. |
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6.0
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Delivery
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| 6.1 |
Delivery shall be deemed to take place:
6.1.1 In the case of Services when the Designers notify the Customer that a Domain Name has been registered; or a Web Site is resident on the Servers; or email is being forwarded by UK Fast; or management of a Web Site has been undertaken by the Designers;
6.1.2 In the case of Design Work when the Designers notify the Customer that the Design Work has been completed |
| 6.2 |
The Designers shall endeavour to fulfil all orders which may from time to time be placed with it by the Customer and shall endeavour to comply with delivery dates quoted but the time for the delivery shall not be of the essence and failure by the Designers to make delivery on any particular date shall not entitle the Customer to terminate the contract with the Designers or refuse the delivery or to claim for any expenses loss of profits or other consequential losses whatsoever. |
| 6.3 |
Where the order is to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Designers to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of one or more of the instalments shall not entitle the Customer to treat the order as a whole as repudiated or cancelled. |
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7.0
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Customer's Materials
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| 7.1 |
Whilst the Designers shall endeavour to preserve the Customer's Materials in good order (subject to such wear and tear as may be incurred in the course of carrying out the Design Work), they remain at the Customer's risk and liability for damage to, destruction or loss of such materials is excluded save where such damage, destruction or loss is caused by the Designer's negligence. |
| 7.2 |
Whilst the Designer shall endeavour to maintain its usual quality standards due to the nature of the processes involved, the Designers do not guarantee that the Design Work will match the Customer's Materials in colour, saturation or texture and the Customer shall not be entitled to reject such Design Work. |
| 7.3 |
The Designers shall have a lien over the Customer's Materials against payment of all costs or fees due to them by the Customer from time to time and shall be entitled (if any payment is not made on the due date) to dispose of the Customer's Materials for such sums (if any) as the Designers may in their discretion think appropriate towards settlement of the amount due. |
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8.0
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Design Work
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| 8.1 |
Subject as provided in this condition all of the Design Work originated by the Designers shall as to its material elements and as to the Intellectual Property Rights in relation to it belong to the Designers and the Customer shall not have any right to reproduce or authorise any other person to reproduce any such design work in whole or in part or to do any act which would, in the absence of authorisation by the Designers, infringe any Intellectual Property Rights which may subsist in relation to any of the Design Work. |
| 8.2 |
On the due payment by the Customer for Design Work by the Designers, the Designers will at the Customer's request return the Customer's Materials to the Customer. |
| 8.3 |
At any time when the Designers do not have Control of the Customer's Web Site and provided that due payment by the Customer for the Design Work has been made the Designers may (but are under no obligation to do so) assign the Intellectual Property Rights in relation to the Design Work to Customer but reserve the right to charge a fee for this assignment. In that event the Customer will be liable for all legal or other expenses relating to such assignment. |
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9.0
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Designer's Logo
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| 9.1 |
At all times that the Designers are instructed by the Customer to have Control of the Customer's Web Site the Designers' reserve the right to require (and the Customer hereby agrees to accept) that the Customer's Web Site will carry and include the Designers' logo. |
| 9.2 |
At any time when the Designers do not have Control of the Customer's Web Site they reserve the right to require (and the Customer hereby agrees to accept) that the Customer will remove or cause to be removed the Designers' logo from the Customer's Web Site not later than 7 days after receiving a written request to this effect from the Designers (for the purpose of this condition time being of the essence). |
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10.0
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Intervening Events
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| 10.1 |
The Designers shall not be liable for any breach of contract caused by the Designers' inability to produce materials or articles required for the performance of the contract or caused directly or indirectly by anything outside the Designers' reasonable control including without limitation to the generality of the foregoing, war, hostilities, government action, breakdown, delay in transportation, any form of labour dispute, fire, flood or act of God. |
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11.0
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Insolvency and Breach - where:
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| 11.1 |
the Customer, being a company, makes any arrangement or composition with its creditors or has a receiver or administrator appointed or if the Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or becomes insolvent or goes into liquidation within the meaning of Section 247 of the Insolvency Act 1986 or an order is made or resolution passed for winding up (except for voluntary amalgamation or reconstruction); or |
| 11.2 |
the Customer, being an individual, has a bankruptcy petition presented against him or is unable to pay his debts within the meaning of Section 123 of the Insolvency Act 1986 or becomes insolvent or makes any arrangement or composition with his creditors or takes any similar action in consequence of debt; or |
| 11.3 |
the Customer is in breach of any of its obligations under these Conditions then the Designers without prejudice to any of their other rights may immediately suspend the performance of any order placed by the Customer and shall be entitled to charge the Customer, and the Customer shall immediately become liable to pay, for any Design Work already carried out (whether completed or not) including the cost of any materials purchased on behalf of the Customer. |
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12.0
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Designers' Liabilities
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| 12.1 |
The Designers do not seek to exclude the following liabilities:
12.1.1 for negligence causing death or personal injury.
12.1.2 under third party agreements. |
| 12.2 |
The Designers shall not be liable for any indirect or consequential loss or damage including (without limitation to the foregoing) economic loss, loss of profits, business, operating time or use or any other form of loss or damage of whatsoever nature and howsoever arising. |
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The implied conditions set out in the Sales of Goods Act 1979 and the Supply of Goods and Services Act 1982 shall be expressly excluded. Save as provided in these Conditions each and every liability of the Designers is excluded. |
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All emails and any attachments, graphics, web pages or the Design Work produced or sent by the Designers have been scanned for viruses, but it is the Customer's responsibility to conduct their own security measures and no responsibility is accepted by the Designers for loss or damage arising from the receipt or use of any such item. |
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13.0
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Customer's Warranty and Indemnity
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The Designers may refuse to work upon any of the Customer's Materials which in their opinion contains any defamatory or obscene matter or may infringe any Intellectual Property Rights of any third party. |
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The Customer warrants to the Designer that it owns the Customer's Materials and all Intellectual Property Rights in them and that the Customer's Materials do not infringe any Intellectual Property Rights of any third party and would not if used in relation to the sale of any Design Work or the provision of any Services infringe any Intellectual Property Rights of any third party. |
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The Customer warrants to the Designer that the Customers Materials are virus free and the Customer shall indemnify the Designers and keep them indemnified in respect of all costs, claims, liabilities and expenses to which the Designers may be subject as a result of any breach of this condition. |
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The Customer shall indemnify the Designers and keep them indemnified in respect of all costs, claims, liabilities and expenses to which the Designers may be subject as a result of any claim that any of the Customer's Materials or any design material originated by the Designers on the instructions of the Customer contains any defamatory or obscene matter or infringes any Intellectual Property Rights of any third party. The indemnity shall extend (without limitation) to any amount paid on a lawyer's advice in settlement of any such claim and to the Designers' legal costs. |
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14.0
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Invalidity of Part
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| 14.1 |
In the event of any provision of these Conditions being or becoming legally ineffective or unenforceable either in its entirety or in part this shall be without prejudice to the validity of and shall not invalidate the remaining provisions of these Conditions which shall remain in full force and effect. |
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15.0
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Headings
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| 15.1 |
The headings contained in these Conditions do not form part of them and such headings shall be ignored in construing each of the conditions herein contained. |
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16.0
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Parties
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| 16.1 |
Where any party comprises more than one person the obligations and liabilities of that party under this agreement shall be joint and several obligations and liabilities of those persons. |
| 16.2 |
References to the masculine include the feminine and vice versa. |
| 16.3 |
References to the singular include the plural and vice versa. |
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17.0
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Notices
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| 17.1 |
Any notice consent or the like required to be given under these Conditions shall be in writing and sent by registered post to the address of the other party as herein set out or at such changed address as shall for that purpose be notified to the other and every such notice consent or the like shall be deemed to have been given three days after transmission at the address to which it was sent. |
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18.0
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Jurisdiction
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| 18.1 |
These Conditions shall construed according to and be governed by English law and the parties hereby submit to the non-exclusive jurisdiction of the English Courts. |
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| Telephone: 01243 820565 Email: info@cottagewebs.co.uk |
