Terms and Conditions of Business between Interface and all Customers
This document describes the terms and conditions that any customer agrees to when purchasing from Interface.
This document, and all agreements between Interface and any other party will be governed by English law and we will be regulated by English Courts.
The "customer" means any person who orders a product from Interface and includes anyone who completes an electronic order form requesting a product from Interface, or confirms the requirement for products or services via telephone or email. This extends to cover web site orders, domain name registrations, hosting and email service, print design, printed matter and consultancy. Any customer must be able make the appropriate decision to purchase any product with a legal basis for doing so, including but not limited to being aged over 18 (or have the consent of a parent), being the person empowered within the respective organisation for doing so and not being barred by any other means.
"We" and "us" refer to Interface. The phrases "us"; "we" and "the company" extend to cover any persons who we choose to appoint as working for Interface. The phrases "Interface" and "Interface Website Design" are interchangeable and mean the same for the purposes of this document.
"Service" refers to any product or service provided by Interface independent of the amount if any of fees paid for the service or product.
"Provide" means deliver to the end user - "the customer" by Interface or any other means where Interface may or may not be the originator or manufacturer of the product or service. Interface may subcontract or use any other company, individual or organisation at any time to deliver the product or service to the customer and the customer will be required to accept all terms and conditions from the service provider chosen by Interface.
This document along with all other material produced by Interface may be revised, updated, removed or modified at any time without notice.
"Registering" extends to cover ordering a registration via completing an order (either by telephone, fax, E-Mail, web site or other communication).
A "name" or "domain name" includes any top-level domain name such as domain.co.uk or domain.com offered for sale at any time in the past, present or future by Interface.
When registering a domain name, or purchasing any service from Interface, the customer agrees to the following conditions in addition to the above:
1) That they are legally and morally entitled to use the specified domain name or other product;
2) There is no civil or criminal objection to the name or use of the product;
3) They will not re-sell without permission any of the products;
4) They will not re-brand or otherwise remove the copyright, trademarks, credits or other messages from or for Interface or any other organisation;
5) That the information they provide is correct and true to the best of their knowledge;
6) That they will notify Interface when any of the information changes;
7) That they are operating with the full consent of the parents if aged under 18, or that they have full consent and are empowered to do so by the organisation for which they are registering a name;
8) That the domain name and any other services will be used for a legal and moral purpose in the country for which the product is aimed at use within, and that it meets any internationally-accepted agreements / requirements, this includes Web Sites that are capable of being displayed in more than one country;
9) That the domain name and any services provided by Interface will be used solely for content appropriate to all age groups, opinions, race, religion or other group and does not discriminate or contain any offensive content (which includes racist, sexist, illegal, pornographic, adult, defamatory or any other definition that we choose to use at any time.)
10) As far as possible within law, where necessary, the product may differ slightly from that shown on the order form, web site, verbal or emailed specification, but will be of an equal or greater value than that agreed and will still be suitable for the purpose in which it was intended and be of acceptable merchantable quality in our opinion.
11) The customer agrees to send all payment for any service they request from Interface within 14 days from receipt of the product, service or invoice whichever occurs sooner. Full payment must be received in either cheque, cash, or other acceptable cleared funds in UK Sterling.
12) Interface will endeavour to confirm that the customer is entitled to trade with us and that the customer is allowed to order any product including domain name registrations prior to actioning the order. However, we cannot be held responsible if the transaction has been fraudulently commenced by the customer without our knowledge. To the best of our knowledge the transaction occurs in good faith.
13) When requesting, ordering, purchasing, or otherwise procuring a web site service from Interface, all material given to Interface will be original and not subject to any dispute or other problems, legal or civil and the customer agrees that this situation is not likely to occur in the future, (and has not occurred in the past) to the best of the customer's knowledge. Any material given to Interface may be published on the internet.
14) For hosting, domain name registrations and all related services except web site design and promotion we may subcontract services, technical support & maintenance services. The customer acknowledges this and agrees to all of the terms and conditions imposed by the contracted service, suchas Nominet UK, Network Solutions /TuCows and its associated service providers.
Interface may refuse sale to any individual person, company or other organisation at any time for any reason.
Interface and any of its suppliers (this includes any domain name registration companies / organisations that Interface chooses to use to provide services) may remove, terminate, suspend or otherwise modify the service at any time without reason provided that there is a justifiable reason for doing so. This includes a breach of any of the above terms and conditions as well as any other action that Interface or its suppliers or any other organisation or individual decides requires it.
Interface may withdraw any special promotional offer at any time for any reason.
The customer agrees that Interface may use any of the details that the customer passes to us for marketing reasons.
Any persons referred to in content given to Interface by the customer such as photographs or other media has the consent of the associated persons referred to in the media for internet publication.
When content has been agreed by the customer and/or given to Interfacev by the customer, in any dispute regarding the content of the web site, domain name, or other service provided by Interface, the customer agrees to indemnify Interface as far as possible and to accept all responsibility for the web site content.
Interface does not accept any responsibility for any action beyond its control that may affect the customer's services. This includes act of God, or other social, political or technological problem. The customer agrees to arrange any required insurance or other actions necessary to cover problems that may occur and not to hold Interface responsible.
The customer will notify Interface of any issue relating to the above if and as soon as they occur.
Hosting is the storage of the files and any services needed to run the customer's web site. These may or may not be accessible from the internet. Interface recommends hosting all services for The Customer's web site(s) and will provide this as an option to the customer. If the customer does not require hosting, they must inform Interface before asking the web site to go live and also provide us with a medium to store the web site on within a reasonable time at Interface's discretion. The hosting will start from the date the customer agrees that the web site can "go live" on the internet, whether or not on the client's domain name. The payment is required in advance for the year. Customers can pay annually, monthly or quarterly or any other period the customer chooses at Interface's sole discretion. Hosting includes the full E-Mail services, (except SMTP), FTP and storage of the customer's web site HTML (or associated) files only. These must only be required for the web site and are capable of being displayed in a web site browser. We reserve the right to modify, remove or disable access to (or delete) any files the customer stores if the files breach our or any of our ISP's terms and conditions or other agreement, any outstanding payment(s), or for any other reasonable purpose. There is no bandwidth restriction but Interface reserves the right to disable any web site which is adversely affecting the other sites on our ISP; or if Interface (or any of our ISP's / associated companies & brand names) feel a customer is using an unreasonable amount of bandwidth or services. This may be done without warning at any time. Should payment not be received the service may be disabled within 7 days and all content removed without notice. The service is not guaranteed to be available 100% of the time. There will be a requirement for our ISPs to make upgrades resulting in temporary periods of service loss. This will occur without warning at any time but will be for the shortest possible time and of reasonable duration. There is no guarantee of E-Mail or any other service security. None of the products/services provided by Interface should be used for mission critical purposes. Interface may stop any or all services at any time for any reason, should the interruption be permanent, a refund or other reimbursement will be given entirely at Interface's discretion.
Interface may refuse sale to any individual, person or party for any reason. Full support in the form of E-Mail will be provided with all packages and Interface will respond as soon as reasonable. Where possible, telephone support will normally provided during reasonable hours. This may be to an 0870 or geographic number for which all costs are incurred by The Customer. The availability of telephone support is not guaranteed."Our web sites and web sites we produce for customers may contain third party links to sites that are not operated or hosted by Interface or by you, the customer, or any of our associated companies. We are not responsible for the content of any third party linked site, nor for the content provided to us by you, the customer.
The customer agrees to check all material supplied to Interface copyright infringement or other legal issues, as well as suitability for publication by Interface on the internet and agrees to indemnify Interface from any liability associated with their content. It will not be Interface's responsibility to check that this has been completed.
Like most organisations/ISPs we may use log files. This includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, platform type, date/time stamp, and number of visits / clicks to analyze trends, administer the site, track user's movement in the aggregate, and gather broad demographic information for aggregate use. IP addresses, etc. are not linked to personally identifiable information. All of this information may be disclosed to clients of Interface but will not be personally identifiable.
1.1 In this agreement, the following terms shall have the following
Acceptance Date: is the date on which (i) the Web site is completed
by the Company, (ii) the Company informs the Customer that the
Services are ready for use, or (iii) the Customer uses the Services “live”, whichever is the earlier;
Acceptance Letter: the letter from the Company identifying the
Services being provided to the Customer;
Business Day: any day (other than a Saturday or Sunday) when
banks are generally open for business in London;
Change Control Procedures: the procedures set out in Schedule 1;
Charges: the charges in respect of the Services provided in writing by
Company together with any charges arising from the Change Control
Company: Interface, Higher Listock, Wrantage, Taunton, Somerset, TA3 6DP;
Customer: the person firm or company to whom Company has
agreed to provide Services;
Domain Name: the domain name to be provided as part of the
Services (if any);
Existing Software: any software owned by or licensed to the
Customer at the date of this Agreement;
Intellectual Property Rights: all intellectual property rights wherever
in the world arising, whether registered or unregistered (and including
any application), including copyright, know-how, confidential
information, trade secrets, business names and domain names, trade
marks, service marks, trade names, patents, petty patents, utility
models, design rights, semi-conductor topography rights, database
rights and all rights in the nature of unfair competition rights or rights to
sue for passing off;
Materials: any documentation provided to the Customer by Company
from time to time;
Personal Data: shall have the meaning given in the Data Protection
Services: the services to be provided by Company as detailed in
writing by Company;
Specification: the specifications provided by the Customer and
agreed with the Company;
Support: the support of the Software to be provided as part of the
Services (if any) as defined in Schedule 2;
Third Party Products: hardware or software (not written by
Company) required for the Services, to be supplied by others; and
Web site: the web site to be provided as part of the Services (if any).
1.2 Clause headings are included in this agreement for ease of reference
only and shall not affect the interpretation or construction of this
1.3 Where the context admits or requires, words in the singular include
the plural and vice versa.
1.4 References to “including” and “include(s)” shall be deemed to mean
respectively “including without limitation” and “include(s) without
1.5 These Terms and Conditions apply to the provision of any goods or
services by Company.
1.6 The Company will supply the Services, to the Customer.
1.7 Where the Services include the registration of a domain name, the
Company shall act as the Customer’s agent to register the Domain
Name in the Customer’s name.
1.8 The Customer acknowledges that Company’s ability to provide the
Services is dependent upon the full and timely co-operation of the
Customer (which the Customer agrees to provide) as well as the
accuracy and completeness of any information and data the
Customer provides to Company. Accordingly, the Customer shall:
(a) provide the Company with access to, and use of, all information, data
and documentation reasonably required by the Company for the
performance by the Company of its obligations under this
(b) Unless otherwise agreed in writing, prior to quoting, the price quoted
for all web site/design projects is based on using the client's
existing corporate identity, branding or logos. Alternatively, a new
logo or corporate identity can be created at a cost to be negotiated.
(c) provide such equipment or access to the Customer’s equipment as
the Company may reasonably require;
(d) make available such staff and facilities as the Company may
(e) comply with reasonable instructions or directions by the Company
from time to time in respect of the Services;
(f) conform to such protocols and standards as are issued from time to
time in respect of the use of the Internet or the Services;
(g) renew any registration of the Domain Name;
(h) fully indemnify the Company against any costs and claims from any
third party resulting from the Customer’s acts or omissions in respect
of the Services; and
(i) comply with all applicable legislation (including but not limited to
matters arising under the Data Protection Act 1998 and the
Regulation of Investigatory Powers Act 2000 and their equivalents in
other European jurisdictions).
1.9 The Customer agrees that it will not (and will ensure that its
employees, agents and sub-contractors do not) use the Services for
unlawful purposes or in breach of English or other law, including but
is not limited to:
(a) any act or omission which will or is likely to infringe the intellectual
property rights of a third party;
(b) the transmission, display, downloading or uploading of any material
or text which is or is likely to be construed as defamatory, offensive,
STANDARD TERMS AND CONDITIONS OF SALE
abusive, obscene or which will or is likely to cause unnecessary
anxiety or inconvenience to a third party;
(c) use of the Services in any way which is or is likely to violate or
infringe the rights of any individual, firm or company in the United
Kingdom or elsewhere;
(d) sending or procuring the sending of unsolicited advertising or
(e) failing to comply with any instructions given by the Company
for reasons of health, safety or the quality of Company's telecommunications
carrier's telecommunications services or our system; or
(f) using the Services in anyway that will or is likely to make excessive
use of Company’s (or Company’s supplier’s) network (including but
not limited to sending unsolicited messages or ‘spamming’).
1.10 If the Customer receives notification from the Company or any third
party that any material on a web site or other system hosted by the
Company is defamatory, in breach of copyright or illegal the
Customer will inform the Company immediately and, if so requested,
remove the same.
All print items will be proofed via PDF to the Client. Any errors in printed jobs must be notified in writing within 7 days of delivery to our regular email address or by post to our regular postal address. Verbal notification or notification after 7 days from delivery will not be accepted for scrutiny for claimed error(s). In the abscence of written notification to the contrary within 7 days of delivery, print matching the last supplied proof will be deemed correct and without error.
If Support is included in the Services then (unless otherwise specified
in the Services or the Specification) it shall be provided with effect
from the Acceptance Date in accordance with Schedule 2.
If hosting is included in the Services then (unless otherwise specified
in the Services or the Specification) it shall be provided in accordance
with Schedule 3.
Files used to display the web site can be supplied on request once full payment for any outstanding fees has been received by the Company. These are the files required to display the website, but does NOT include Origination Files, Content Management System Files (CMS Files) or Administration Area Files (see below).
Origination Files, Content Management System Files (CMS Files)
or Administration Area Files are not included as part of the product
or service, and are NOT supplied on completion of the project
unless the Company permits this and the client then chooses to
pay an additional 40% of the total product or service cost. This
includes file types suchas Quark (.qxd), Adobe Indesign (.indd),
Adobe Illustrator (.ai), Adobe (Macromedia) Dreamweaver (.dwt,
.html, .php, .asp, .cfm etc), Adobe (Macromedia) Flash (.fla),
Adobe (Macromedia) Fireworks (.png) and any other file that Interface
deems an origination file.
THIRD PARTY PRODUCTS
Where Third Party Products are required for the use of the Company
in connection with the Services then the Customer will be responsible
for the provision of licences (as well as, if needed, a licence
or licences in the name of Company) of these Products. The Company
gives no warranty in respect of such Third Party Products and
will not be responsible for the maintenance of the same.
CHARGES AND PAYMENT
1.11 The Company shall levy Charges (by the submission of invoices
in accordance with clause 8.5 below) in respect of the Services
in accordance with these terms and contitions. Such Charges (where
they are not expressed to be fixed fees) shall be calculated upon
a time and materials basis at Company’s current rates as
provided to the Customer or as agreed between the parties from
time to time.
1.12 The Company shall during the term of this agreement maintain
accurate and up-to-date records of the time spent by its staff
upon the Services.
1.13 The Customer shall pay a deposit of 50% of the Charges to
the extent such Charges are agreed (the Deposit) within 28 Business
Days prior to the commencement of the Services, which shall be
1.14 Subject to clause 8.3, the Customer shall pay the balance
of the Charges on the Acceptance Date or on complettion of the
project, whichever is sooner.
1.15 The Customer shall pay the balance of any Charges levied
within 14 days of receipt of invoice.
1.16 All Charges are exclusive of VAT.
1.17 If the Customer fails to pay any amount payable by it under
this agreement, the Company shall be entitled but not obliged
to charge the Customer interest on the overdue amount, payable
by the Customer on demand, from the due date up to the date of
actual payment, after as well as before judgment, at the rate
of 2% per annum above the base rate for the time being of Barclays
Bank Ltd. Such interest shall accrue on a daily basis and be compounded
quarterly. The Company reserves the right to claim interest under
the Late Payment of Commercial Debts (Interest) Act 1998.
1.18 If the Customer fails to pay any sum due under this agreement
or any other agreement between the Company and the Customer on
its due date then the Company shall be entitled to immediately
all work or Services including the licence granted under clause
11.2 until payment is made. Any costs or expenses incurred by
reason of such delay shall be charged to the Customer.
1.19Without prejudice to the company's right to charge interest
on late payments and any other incurred charges; as well as the
customer's rights (if any) to cancel the contract; for purchases
over £1,000 exclusive of VAT, a guarantee (such as credit
card) may be required which the customer is to provide in order
to proceed with their order. The purpose of this will be to safeguard
the recovery of the value of your contract for goods or services
in the event of non, or late payment of invoices.
1.20 We accept a wide variety of payment types. Payment by certain
methods (e.g. credit/debit card) may incur a fee of approx 3.4%
which will be added to the customer's fee if this payment method
1.21 Each of the parties warrants to the other that it has full
power and authority to enter into and perform this agreement.
1.22 The warranties set out in this clause shall not apply to
the extent any failure to perform is caused by any documentation
supplied by the Customer.
1.23 The Customer acknowledges that the Existing Software is its
own responsibility and that the Company gives no warranty in respect
of the same.
1.24 The Customer warrants that it has complied with its internal
authority systems and that either purchase orders do not need
to be raised or if they do, they will be raised immediately upon
execution of this agreement.
1.25 Without prejudice to the foregoing the Company does not warrant
that the operation of the Services (including the Web site) will
be uninterrupted or error free.
1.26 Without prejudice to the foregoing the Company does not warrant
the position at which the Web site will appear in the search engine
results. Unless set out in the Specifications the Web site shall
not be specifically
tailored to the development and/or improvement of the Web site
search engine rankings.
1.27 This agreement sets out the full extent of Company’s
obligations and liabilities in respect of the supply of the Services.
All conditions, warranties or other terms concerning the Services
which might otherwise be implied into this agreement or any collateral
contract (whether by statute or otherwise) are hereby expressly
LIMITATION OF REMEDIES AND LIABILITY
1.28 Nothing in this agreement shall operate to exclude or limit
the Company’s liability for:
(a) death or personal injury caused by its negligence;
(b) any breach of the terms implied by section 12 of the Sale
of Goods Act 1979 or section 2 of the Supply of Goods and Services
(c) fraud; or
(d) any other liability which cannot be excluded or limited under
1.29 The Company shall not be liable to the Customer for any damage
to software, damage to or loss of data, loss of profit, anticipated
profits, revenues, anticipated savings, goodwill or business opportunity,
for any indirect or consequential loss or damage.
1.30 The Company will be liable to the Customer for damage to
the tangible property of the Customer resulting from the negligence
of the Company or its employees but the same shall be limited
to the sum of £250.
1.30 Subject to clauses 10.1 and 10.3, the Company’s aggregate
liability in respect of claims based on events in any calendar
year arising out of or in connection with this agreement or any
whether in contract or tort (including negligence) or otherwise,
shall in no circumstances exceed 100% of the total Charges payable
by the Customer to Company under this agreement in that calendar
1.31 Except in respect of claims falling within clause 1.30, the
Company shall have no liability to the Customer in respect of
any claim under this agreement unless the Customer shall have
served notice of the
same upon Company within one year of the date when the claim arose
or the date when the Customer should reasonably have become aware
of the same.
INTELLECTUAL PROPERTY RIGHTS
1.40 Except as set out below, all Intellectual Property Rights
created pursuant to this agreement shall belong to the Company.
Interface retains the Intellectual Property Rights to all products
and services unless otherwise agreed to in writing with the client.
1.41 The Customer shall indemnify the Company against all damages,
losses and expenses arising as a result of any action or claim
that the documentation supplied by the Customer or the Existing
Software infringe Intellectual Property Rights of a third party.
1.42 For the avoidance of doubt time shall not be of the essence
and the Company shall incur no liability to the Customer in respect
of any failure to complete the Services by the date specified.
1.43 The Customer will indemnify the Company against all claims
or costs that may be incurred by the Company in using the data
supplied by the Customer for any purpose.
TERM AND TERMINATION
1.49 This agreement shall (subject to earlier termination pursuant
to this clause) terminate automatically on completion of the provision
of the Services and payment of all outstanding sums. Additional
fees for Origination Files have no termination date, and will
therfore apply at any point in the future.
1.50 Either party may terminate the supply of any Services that
are being provided on a time and materials basis by giving 90
days notice to the other. This will only apply to a product, service
or domain name that has been paid for in full. During any period
of notice Company shall be entitled to continue working on a time
and materials basis. Due to sector exclusivity privilege, clients
with an ongoing retained services package are required to continue
payments for three full months after the month in which notice
is served, whether they choose to continue using that service
or not. Hosting and domain name services run for a fixed 12 month
period and are non-refundable unless cancelled prior to the renewal
date. Renewal dates for hosting services are stated on each invoice.
1.51 Support shall continue to
be provided by the Company until the Customer gives 90 days notice
expiring on any anniversary of the Acceptance Date.
1.52 Either party may terminate this agreement immediately at
any time by written notice to the other party if:
(a) that other party commits any material breach of its obligations
under this agreement which (if remediable) is not remedied within
14 (fourteen) days after the service of written notice specifying
the breach and requiring it to be remedied; or
(b) that other party ceases to trade (either in whole, or as to
any part or division involved in the performance of this agreement)
or becomes insolvent or unable to pay its debts within the meaning
insolvency legislation applicable to that party.
1.53 On expiry or termination of this agreement, all provisions
of this agreement will cease to have effect, save that any provision
which can reasonably be inferred as continuing or is expressly
stated to continue shall continue in full force and effect.
1.54 Upon termination the Customer shall pay all Charges in respect
of the Services completed and each party will return to the other
all documents and other materials belonging to the other. In the
instance of non payment or overdue payment of invoices, the
product, service or domain name(s) become the property of Interface.
1.55 Subject to clause 15.2, any request to change the scope of
the Services shall be processed in accordance with the Change
Control Procedure set out in Schedule 1.
1.56 If the Customer instructs the Company to change the scope
of the Services, the Company shall be authorised to carry out
such change without adopting the Change Control Procedure provided
additional Charges relating to such change in the scope of the
Services does not exceed 100% of the Charges.
1.57 For the purposes of this agreement, "Force Majeure Event"
shall mean any event arising which is beyond the reasonable control
of the affected party (including any industrial dispute affecting
party, governmental regulations, fire, flood, disaster, civil
riot or war).
1.58 A party who becomes aware of a Force Majeure Event which
gives rise to or which is likely to give rise to any failure or
delay in performing its obligations under this agreement shall
forthwith notify the other and shall inform the other of the period
for which it is estimated that such failure or delay shall continue.
The affected party shall take reasonable steps to mitigate the
effect of the Force Majeure Event.
1.59 For the purposes of this agreement, "Confidential Information"
shall mean all information whether technical or commercial (including
all specifications, drawings, designs, disclosed in writing, on
orally or by inspection of documents or pursuant to discussions
between the parties), where the information is identified as confidential
on disclosure or ought reasonably to be considered confidential
given the nature of the information or the circumstances of disclosure.
1.60 Each party shall protect the Confidential Information of
the other party against unauthorised disclosure by using the same
degree of care as it takes to preserve and safeguard its own confidential
information of a similar nature, being at least a reasonable degree
1.61 Confidential Information may be disclosed by the receiving
party to its employees, affiliates and professional advisers,
provided the recipient is bound to keep the Confidential Information
1.62 The obligations set out in this clause shall not apply to
Confidential Information which the receiving party can demonstrate:
(a) is or has become publicly known other than through breach
(b) was in possession of the receiving party prior to disclosure
by the other party;
(c) was received by the receiving party from an independent third
party who has full right of disclosure;
(d) was independently developed by the receiving party; or
(e) was required to be disclosed by governmental authority, provided
that the party subject to such requirement to disclose, gives
the other prompt written notice of the requirement.
1.63 The obligations of confidentiality in this clause shall not
be affected by the expiry or termination of this agreement.
NOTICES AND CONTACT DETAILS
1.64 A notice given under this agreement:
(a) must be sent in the case of the Company, for the attention
of the person, and to the address or e-mail address given in this
clause (or such other person, address, or e-mail address as the
may have notified to the other), such notice to take effect 5
days from the notice being received; and
(b) must be delivered personally, sent by e-mail, sent by pre-paid
firstclass post, recorded delivery or registered post or (if the
notice is to be served or posted outside the country from which
it is sent) sent
by registered airmail:
(c) The addresses for service of notice for the Company:
Address: Higher Listock, Wrantage, Taunton, TA3 6DP
Telephone: 01823 490808
1.65 A notice is deemed to have been received if delivered personally,
at the time of delivery, in the case of e-mail, at the time of
transmission provided a confirmatory copy is sent by first-class
pre-paid post or by
personal delivery before the end of the next Business Day, in
the case of pre-paid first class post, recorded delivery or registered
post, 48 hours from the date of posting or in the case of registered
airmail, 5 days from the date of posting.
1.66 To prove service it is sufficient to prove that the notice
was transmitted to the e-mail address of the relevant party or,
in the case of post, that the envelope containing the notice was
properly addressed and posted.
1.67 Save as set out below, all media releases, public announcements
and public disclosures by either party relating to this agreement
or its subject matter, including promotional or marketing material,
co-ordinated with the other party and approved jointly by the
parties prior to release.
1.68 The Customer agrees to truthfully respond to a reasonable
number of requests for references as to the performance of the
Company under this agreement.
1.69 The Customer will make reference to the Company appropriately
when any citation of commissioned work is made by the Customer.
1.70 The Company shall be entitled to prepare and distribute a
press release about, and marketing materials referring to, this
agreement, provided that no confidential information of the Customer
shall be included.
1.71 Neither party shall, during this agreement, or within 6 months
of its termination, whether on behalf of itself or a third party,
solicit or seek to entice away any employee of the other. In the
event of breach of
this clause the party in default shall pay the other a sum equal
to six months gross pay of the employee concerned, such sum being
a preestimate of the cost of recruitment and training a replacement.
1.72 Neither party may assign this agreement without the prior
written consent of the other party, such consent not to be unreasonably
withheld or delayed.
1.73 Save as set out in this clause, neither party shall have
any remedy in respect of any untrue statement (whether written
or oral) made to it upon which it relied in entering into this
(“Misrepresentation”), and neither party shall have
any liability other than pursuant to the express terms of this
agreement. Nothing in this agreement shall exclude or limit either
party's liability for any Misrepresentation made knowing that
it was untrue. Each party's liability for Misrepresentation as
to a fundamental matter, including as to a matter fundamental
to that party's ability to perform its obligations
under this agreement, shall be subject to the limit set out in
1.74 This agreement is made for the benefit of the parties to
it and is not intended to benefit, or be enforceable by, anyone
else. The right of the parties to terminate, rescind, or agree
any amendment, variation, waiver or settlement under, this agreement
is not subject to the consent of any person who is not a party
to the agreement.
1.75 All disputes or differences which may arise between the Company
and the Customer in respect of the construction or effect of this
agreement or the rights duties and liabilities of the parties
hereunder or any matter or event connected with or arising out
of this agreement shall be referred, in the first instance to
a mediator. If the dispute is not resolved then the matter shall
be referred to an expert for determination and such expert shall
be chosen by agreement and, in default of agreement, by the President
of the Law Society.
1.76 The person so appointed shall act as an expert and not as
an arbitrator whose decision (including as to costs) shall, except
in the case of manifest error, be final and binding upon the Company
and the Customer.
VARIATION AND WAIVER
1.77 Any variation of this agreement must be in writing and signed
by or on behalf of both parties.
1.78 A waiver of any right under this agreement is only effective
if it is in writing and it applies only to the party to whom the
waiver is addressed and the circumstances for which it is given.
No waiver shall be implied by taking or failing to take any other
1.79 Unless specifically provided otherwise, rights arising under
this agreement are cumulative and do not exclude rights provided
1.80 If any provision (or part of a provision) of this agreement
is found by any court or administrative body of competent jurisdiction
to be invalid, unenforceable or illegal, the other provisions
will remain in force.
1.81 If any invalid, unenforceable or illegal provision would
be valid, enforceable or legal if some part of it were deleted,
the provision will apply with whatever modification is necessary
to give effect to the
commercial intention of the parties.
GOVERNING LAW AND JURISDICTION
1.82 This agreement and any disputes or claims arising out of
or in connection with its subject matter are governed by and construed
in accordance with the law of England.
1.83 The parties irrevocably agree that the courts of England
have exclusive jurisdiction to settle any dispute or claim that
arises out of or in connection with this agreement.
SCHEDULE 1 CHANGE CONTROL
1. The Company and the Customer shall discuss any changes
proposed by the other and such discussion shall result in either:
a. a written request for a change by the Customer; or
b. a written recommendation for a change by the Company;
or, if neither the Customer nor the Company should wish to submit
request or recommendation, the proposal for the change will not
2. Where a written request for a change is received from the Customer,
the Company shall, unless otherwise agreed, submit a Change
Control Note (“CC Note”) to the Customer within the
between them or, if no such period is agreed, within 5 Business
from the date of receipt of such request for a change, or inform
Customer that the Company is not able to comply with such written
request for a change.
3. A written recommendation for a change by the Company shall
submitted as a CC Note direct to the Customer at the time of such
4. Each CC Note shall contain:
a. the title of the change;
b. the originator and the date of the request or recommendation
c. the reason for the change;
d. reasonable details of the change, including any specifications
e. the price, if any, of or associated with the change;
f. a timetable for implementation ;
g. the impact, if any, of the change on other aspects of the agreement
question, including (but not restricted to) the Charges, any dates
completion of any Service, the contractual documentation, and
h. the date of expiry of validity of the CC Note (which shall
not be less
than 10 Business Days); and
i. provision for signature of the CC Note by the Customer and
5. For each CC Note submitted, the Customer shall, within the
validity of the CC Note as envisaged in paragraph 4(h) of this
a. evaluate the CC Note, and as appropriate either request further
information; or approve the CC Note or notify the Company of the
rejection of the CC Note; and
b. if approved, arrange for two copies of the approved CC Note
signed for and on behalf of the Customer and the Company. The
Company, when signing the CC Note shall allocate a sequential
number to the CC Note. The signing of the CC Note will signify
acceptance of a Change by both the Customer and the Company.
6. Once signed by the Customer and the Company in accordance with
paragraph 4(i) of this Schedule, the change shall be immediately
effective and the Customer and the Company shall perform their
respective obligations on the basis of the agreed amendment.
SCHEDULE 2 CONSULTANCY
The Services (as described herein) are supplied in accordance
Company’s standard terms and conditions of sale.
Terms used in this Support Services description shall have the
meaning as given in the Company’s standard terms and conditions
Services shall mean the services described in detail below provided
the Company to the Customer.
This covers projects where the Company provides consultancy support
troubleshoot, diagnose and/or resolve a Customer’s IT problem
or off site.
Work can include reinstalling software such as the Customer’s
system, or MS Office, or hardware upgrades / replacement.
Definitions in use in this document
Callout – The Company’s arrangement to travel to the
premises at the Customer’s request and the booking of an
into the Company’s diary. Note that this is non-refundable
unless a full 24
hours notice is provided. This fee includes all necessary travel
Appointment time –The estimated arrival time of an engineer
to visit and
resolve the problem on site. All times are estimates and it is
that a “window” of 45 minutes should be provided either
side of the
appointment time to allow for environmental/operational factors
can cause a delay to the engineer’s arrival and are often
Engineer- Member of staff who, in the opinion of the Company,
complete the work within their competency to the satisfaction
Customer or independent third party. The Company will allocate
whichever engineer is available to perform the work but all engineers
allocated will of course be able to complete the work within their
competency to a high standard.
Resolution - A successful fix or acceptable work-around to address
issue experienced by the Customer.
Consultancy time on site –Advice and support, or work to
issue which is usable on site by the Customer, usually an engineer
Consultancy time off site – The use of remote desktop support
telephone instructions or advice by E-Mail etc.
Per hour charges – The use of up to one hour of an engineer’s
Minimum 1 hour charge, but all subsequent hours are broken into
minute intervals which are separately charged. All time spent
at a the
Customer’s premises is chargeable.
Brief: (For troubleshooting work)
Upon receipt of the Customer’s initial query, the Company
will need to
identify the nature of the problem including:
A full description of the problem
Any error messages being experienced,
When the problem first arose –e.g. after any hardware device/software
When the problem normally occurs –e.g. when accessing the
Who the supplier of the service (eg. Broadband ISP) is
The operating system and software being used –e.g. Windows
XP / MS
The hardware being used and any network connection
Whether the system is part of a home, office workgroup, corporate
or other configuration
Any recent work done to resolve the problem or past investigations
Whether the problem is intermittent or permanent.
The Company may also need to know more about the system to fully
identify the problem. It is the Customer’s responsibility
fully, provide the correct necessary information and should such
information be inaccurate or missing the Customer will be liable
additional time incurred by the Company.
Brief: For upgrades or new installations.
If the Customer requests that the Company upgrade their existing
system the Company will require full details of the current system
including the number of PCs in use, the operating system, any
in operation, the software being used and a description of the
made of the system.
The Company will also require details of the expected use/lifecycle
the software and hardware e.g. does the Customer receive new
proprietary software each year for their business operations or
IT requirement remain static?
Next the Company will need to know the desired level of new
functionality and the funds/timescale available to achieve this.
Any shortcomings from information provided may result in additional
time/cost being incurred.
The Company may choose to provide a no obligation audit/consultation
and this is strongly recommended. Often the Company will do this
charge. However, the Company will be under no obligation to offer
audit for free. On such occasions, the Company will of course
Customer of the cost prior to starting the audit.
For all work the Company will
All CDs/media/manuals for software installed on the PC including
operating system and any service packs.
The licence key/code for all software applications.
The Customer agrees to identify the Company for any infringement
licences as software will be installed in good faith if provided
Company. It shall not be the Company’s responsibility to
check for licence
The Company may choose to repair hardware or software either in-situ
the Customer’spremises or collect the equipment for further
work taking place in our offices/workshops, at the Company’s
Should it be necessary in the Company’s opinion for equipment
collected for specialist work, such as hardware repair/upgrade
connection to our LAN, the Customer agrees that it may be worked
our workshop where it will be covered by our office contents insurance
policy up to a maximum value of £1,000.
The Company may require access to the Customer’s premises
the work and this may be for a number of hours or days. The Customer
agrees to have all necessary access, security clearance and insurance
(e.g. public liability cover) in place to facilitate this, in
advance of and
during the complete duration of the work and to comply with any
instruction issued by the engineer relating to the equipment or
Should an engineer attend the Customer’s premises, but not
be able to
gain access/perform the work due to circumstances not within the
Company’s control e.g. locked doors, the callout and any
time used will be
chargeable. Should access not be possible for 15 minutes, the
may be reallocated to another customer and the appointment rescheduled.
The Company aims to provide an accurate resolution timescale however
unforeseen problems, project creep and additional customer requirements
may extend the time required to complete the work.
Data and backups:
The Company aims to always do everything in its power to safeguard
and/or recover data from Customer IT equipment. However, it is
Customer’s responsibility to ensure that they keep at least
backups which provide the Customer with all necessary information
restore their data should a total loss occur. This applies both
internal IT / PC systems as well as their web site data / online
Prior to work commencing either on or off site, the Customer agrees
they have performed a full backup which has been verified and
accessible should data need to be restored.
The Company shall not be required to work on any of the following
systems and by using these Services the Customer agrees that the
equipment is not used for any of the following purposes:
1) Medical, healthcare or other system where injury or death to
person may occur as a result of changes to the IT system.
2) Financial or live trading systems where significant/cumulative
financial loss may occur as a result of changes to the IT
3) Oil or petrochemical related industry
4) Mission-critical systems
5) Chemical, biological, radiological or nuclear industries
6) Any location or industry where a risk may be present to any
The Customer agrees that in the course of resolving problems,
PCs or otherwise investigating your issue, it may sometimes be
necessary for a complete system shutdown or reinstallation of
hardware or software to occur. It is possible, this may result
in the hard
disc drive(s) being erased and all data being permanently destroyed.
such event, the Company aims to inform the Customer (where possible)
prior to this being done. The Customer agrees to indemnify and
harmless the Company in that such event and also agrees that the
Company is not liable for loss of business, consequential, direct
indirect losses such as profits, or valuable information directly
indirectly as a result of loss of data, information or system
Where a server, network or PC has been configured with a backup
solution, it is the Customer’s responsibility to ensure
that they act to
safeguard their own data. Any automated backup facility is provided
the client’s convenience. It may be necessary for customers
stop, reconfigure or respond to the backup software / tape media
necessary components from time to time and it will not be the
Company’s responsibility to do this.
Tape media will need periodic replacement to operate efficiently.
Dependent on the Customer’s industry, it may be a requirement
equipment in use in the Customer’s premises to be safety
annually or after another period of time. This sometimes includes
example, care homes, hotels, schools etc. The Company will not
undertake to do this work and it is the Customer’s sole
organise electrical checks in accordance with all of their other
appliances should it be required. It is the Customer’s responsibility
ensure that all equipment is located safely on their premises
checked for electrical safety for the safety of themselves and
In the case of support contracts, the Company aims to monitor
and respond re-actively to Customer’s IT needs and provide
included time allowance for this on a monthly or annual payment
The support covers the time (only) for: Hardware repairs, software
configuration, technical support advice to the Customer, internet
and MS Office queries as well as any industry standard Microsoft
software within the competency of the Company’s staff. It
does not cover
support which is delivered from a third party such as the Customer’s
broadband provider, or bespoke/customised/specialist or non-Microsoft
software used by the Customer.
The Company aims in the case of support/retainer contracts to
the Customer with a priority appointment in the event that one
Where time is included, unused time from one month can be carried
forward at the Company’s discretion one or two months dependent
the contract type in operation. However, after this time, all
unused time is
lost and cannot be refunded, replaced or used.
Travel costs are not included in retainer/support contracts and
may be used on or off site for any mutually agreed purpose within
Company’s IT service range/staff competencies.
Cancellation requires a minimum of three month’s notice.
payment not be received the service will be immediately cancelled
any payments that have been received to date are forfeited.
SCHEDULE 3 DOMAIN NAME AND
The Services (as described herein) are supplied in accordance
Company’s standard terms and conditions of sale.
Terms used in this Domain Names & Hosting Services description
have the same meaning as given in the Company’s standard
conditions of sale.
Services shall mean the services described in detail below provided
the Company to the Customer.
The Services may be delivered by a carefully chosen partner of
Company. Where the Company delivers the Services through a carefully
chosen partner the terms and conditions of service of such partner
form part of the agreement between the Company and the Customer.
In some instances the Company offers unlimited use of the Services
and “unlimited use” in this context means that the
Services must be
used in a fair and reasonable manner, in the opinion of the Company,
which is not detrimental to the operation of the Company or its
staff/customers/services. To facilitate this the Company or its
may maintain very large ratios of bandwidth and disc space per
customer. In rare cases, the Company or its partners may find
customer to be using server resources to such an extent that he
may jeopardize server performance and resources for other customers.
In such instances, the Company and its partners reserve the right
impose the High Resource User Policy for the consideration of
customers and/or immediately suspend or cancel all or some of
Services the Company provides to the Customer.
The Company or its partners may implement the following policy
or its partners’ sole discretion:
When a website is found to be monopolising the resources available
Company and its partners reserve the right to suspend delivery
provision of the Services immediately and without prior notice.
policy is only implemented in extreme circumstances and is intended
prevent the misuse of the Services.
Resources Use: The Customer agrees to use any resources such as
web space, bandwidth, FTP / E-Mail, domain names (intangible)
any tangible or other asset(s) etc. provided to him/her for the
reason only and not for any other use. All use will be minimised
as possible and a full account of resource usage provided upon
in a timely manner.
Communication, data and use of services.
The Company may listen to, monitor, intercept and/or block, disable,
destroy any communication at any time without notice in accordance
with the law and its data protection / information security policy
Company believes a breach of policy, contract or this agreement
is likely to occur, or if the Company believes the use is immoral,
illegal, pornographic or defamatory or extends beyond reasonable
of the Services.
Data storage, collection, and data protection (e.g. from hosting
The Customer agrees to keep backups of all data stored by the
Company in the case of a database, web site hosting or other data
storage or processing service. It will be the Customer’s
responsibility for this.
The Company may reasonably decide to remove/delete/destroy at
time any data/information held by it without notification/disclosing
reason if the Company believes it to be in breach of any part
of its data
protection policy, this agreement, is morally or otherwise undesirable
the Company without notice, whether that information is related
project or is personal. For example hosting of personal web site
Customer information may be stored/kept on file electronically
accordance with the data protection act and the Company’s
registration and legislation for example for the purposes of staff
administration, investigation or other requirements by the Company
an outside official agency.
Information on web site traffic, statistics, usage and bandwidth
stored analysed and used for marketing purposes by the Company.
Domain name registration:
Domain names are registered in good faith and it is the Customer’s
responsibility to check for copyright or other intellectual property
Should a domain name be decided, specified or agreed it will then
checked for availability. Such availability is not within the
control and the Customer cannot be sure of effective registration
confirmation is received by the appropriate naming authority and
All domain names are registered for a period of one year and will
Should payment not be received the domain name will be cancelled
will become available for registration. The Company may also choose to
exercise its right to retain ownership of any domain name(s) that remain
unpaid and either sell or rent these domain name(s) to any other person
Should the Customer not confirm that that they wish to renew the
name 28 days prior to each anniversary of registration, or be
to respond to the Company about this, the domain name will expire
will become available for registration.
All domain names are registered directly with the registry and
may choose to decline registration of a name, or others may object.
issues are directly between the Customer and the individual or
organisation who challenges the registration.
Certain domain names have restrictions and pre-requisites. It
Customer’s sole responsibility to check these and ensure
they meet the
Web space type/platform:
The Customer may choose from Unix (Linux) or Windows 2003 hosting.
Items such as .NET, red hat variants etc. may incur an additional
It may be possible to change platform during the term of the agreement
between the Company and the Customer but the Company will be under
no obligation to do so when requested by the Customer and an additional
fee may be charged. If no preference is specified the Company
usually provide Linux Unix hosting.
E-Mail / Spam
If the Company provides E-Mail services to the Customer, such
use is limited to 10MB storage for POP3 E-Mail accounts (except
advanced accounts where the use is limited to 100MB).
SMTP outgoing mail server access is provided only for customers
our dial-up / broadband services and only for E-Mail addresses
the Company approves in advance.
It is the Customer’s responsibility to arrange for SMTP
mail with their ISP
if they are not using our internet access services.
Any customer found to be sending unsolicited mail (“spam”)
or in the
opinion of the Company is not making a fair and legitimate use
Services will have the relevant Services immediately suspended
cancelled without refund or notice.
The Company offers this service upon request for an additional
customers who would like their incoming mail scanned for viruses
spam/junk mail prior to it being delivered to their E-Mail box.
often significantly reduce junk mail sent to the Customer from
Please be advised that this Service is provided in good faith.
may delete mail which is legitimate as well as junk as it is not
accurate. The Customer agrees to inform the Company of any “white
or approved / blocked senders in advance to prevent this and the
Company cannot be liable should messages be deleted by the system
Storage of data
No data the Customer stores on its systems can be adult/pornographic
in nature, illegal, illicit, immoral, copyright infringing, defamatory
or otherwise undesirable in the opinion of the company or a third
Where a hosting space is quoted, this space includes statistics
gathered for the Customer and is of the size quoted. The size
is in Gigabytes where 1 GB = 1,024 MB.
Passwords for email accounts should be kept securely by the Customer. It is not the Company’s
responsibility to keep records of such information.