Web Design Terms and Conditions
1.1 You indicate acceptance of these terms and conditions of service by placing an order with Leigh-on-sea.com. These terms and conditions will not be varied for individual customers.
1. Definitions
1.1 In this Agreement the following words and expressions shall have the following meanings:
1.1.1 "Demonstration" or "Demo" means a non Development version of the website developed in accordance with the specifications;
1.1.2 "Development" means a Development version of the website incorporating the required changes to the Demonstration version;
1.1.3 "Parties" means Leigh-on-sea.com and the Client together;
1.1.4 "Specifications" means the specifications for the Website set out in the Order Form;
1.1.5 "Develop" means to design, write, build and programme the multimedia and internet products.
1.1.6 "Maintenance Fees” means that part of the Fees attributable to the Maintenance Services as set out in the Order Form;
1.1.7 "Cancellation Fees” means the sums payable by the Client in the event that it decides not to proceed with the Package as set out in the Order Form;
1.1.8 "Final Version” means the final version of the Website prepared in accordance with the Specifications and ready for live installation such that the website will be publicly available on the internet on the agreed domain;
1.1.9 "Hosting Services” means the services required for the Website to be connected to the Internet and to be provided by Leigh-on-sea.com;
1.1.10 "Bug” means any fault, error or malfunction in software which materially affects the operation of that software;
1.1.11 "Virus” means a self replicating computer program which is designed to cause or which is likely to cause damage to the user's files and/or annoyance to the user;
1.1.12 "Materials” means source materials provided by the Client to be incorporated where appropriate in the Website during its development including without limitation those listed in the Order Form;
1.1.13 "Intellectual Property Rights ” means Copyright, Design Rights, Registered Designs, Trademarks, Patents, and Confidential Information and Ideas and Moral Rights and all other rights whatsoever of a like nature world wide whether those rights are registered or not;
1.1.14 "Maintenance Services” means the services for the maintenance of the Website, if required, as more specifically described in the Order Form and not relating to web hosting services;
1.1.15 "Website” means the interactive, computer based online information transaction and communication product or service accessible and operated via a telecommunications connection to the internet whose Development shall be in accordance with the Specifications;
1.1.16 "order form" means either an email confirming services required or a completed form confirming services required;
1.2 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.
1.3 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. Operative Provision
In consideration of the payment by the Client to Leigh-on-sea.com of the Fees Leigh-on-sea.com agrees to provide the Package in accordance with and subject to these terms and conditions.
3. Obligations of Leigh-on-sea.com
Leigh-on-sea.com shall:
3.1 complete the Development of the Website;
3.2 provide the Hosting Services where purchased and specifically mentioned on the order form in accordance with the Leigh-on-sea.com web hosting terms and conditions;
3.3 grant to the Client the non-exclusive right and licence to use the Website Materials;
4. Development.
The Development shall be as follows:
4.1 Design Phase. Upon delivery of the Design phase, the Client shall request in writing any changes required to a maximum of 3 amendments.
4.1.1 Leigh-on-sea.com shall develop and deliver to the Client the Demonstration version;
4.1.2 Upon delivery of the Demonstration Version, the Client shall request in writing any changes required to the Demonstration Version after which period Leigh-on-sea.com shall inform the Client, in its reasonable opinion, of which amendments it shall consider acceptable, appropriate and technically feasible and Leigh-on-sea.com shall incorporate such amendments into the Development Version;
4.2 Final Phase
4.2.1 Leigh-on-sea.com shall Develop and deliver to the Client the Development Version;
4.2.2 Upon delivery of the Development Version, the Client shall within 14 days request in writing any changes required to the Development Version after which period Leigh-on-sea.com shall inform the Client, in its reasonable opinion, of which amendments it shall consider acceptable, appropriate and technically feasible and Leigh-on-sea.com shall incorporate such amendments into the Final Version;
4.3 Leigh-on-sea.com reserves the right to charge further sums in addition to the Fees for amendments requested by the Client under Clauses 4.1 and 4.2 which go beyond the Specification. Such additional Fees will not be charged without prior written notice;
4.4 Leigh-on-sea.com shall deliver the Final Version incorporating the agreed amendments to the Client;
4.5 Upon completion and delivery of the Final Version Leigh-on-sea.com shall provide the Hosting Services where purchased and specified in accordance with the Leigh-on-sea.com web hosting terms and conditions;
5. Maintenance
5.1 Upon delivery of the Final Version and for a period of 12 months thereafter, Leigh-on-sea.com shall provide the Maintenance Services and the Client shall pay the Fees. Inclusive Updates / adjustments are classifiable as work taking no longer than 45 minutes and are only offered if specified in the quantity on the order form. Extra time for work may be charged for at our standard rate, please ask us for more details. Maintenance includes an annual licence as described in these terms for one year.
5.2 Thereafter the Client shall be entitled to request that Leigh-on-sea.com continue to provide the Maintenance Services at the then prevailing rates and for such period as the Parties shall agree.
5.3 The Maintenance Services shall not include providing a server or server connection. Leigh-on-sea.com registration includes a cross link scheme executed at Leigh-on-sea.com's discretion. The final version will include a discreet 'designed by Leigh-on-sea.com' link or similar.
6. Client Obligations
The Client will co-operate with and act in good faith towards Leigh-on-sea.com and provide on request the Materials in the format that Leigh-on-sea.com requests, including all those necessary to maintain the Website and enable Leigh-on-sea.com to carry out its obligations hereunder.
7. Payment and Cancellation
7.1 Unless agreed as part of the payment schedule the Client shall pay Leigh-on-sea.com 50% of the agreed development fee upon acceptance of the quotation unless otherwise agreed. Upon completion and delivery of the Final Version Leigh-on-sea.com shall issue an invoice for the balance. The Client shall pay Leigh-on-sea.com the balance of the Fees including the Maintenance Fees within 14 days of receipt of a valid invoice in consideration of the supply to it of the Package, the Maintenance Services and the full right to resell the products provided that the Fees are paid to Leigh-on-sea.com.
7.2 Leigh-on-sea.com shall be entitled to charge interest on any overdue payment at the rate of 8% per annum above the base rate of the Bank of England from time in force.
7.3 Leigh-on-sea.com shall be entitled to immediately restrict, suspend or terminate without notice, the Client's access to and use of the Website upon breach of any part this agreement whatsoever including without limitation the non-payment of any sums as and when they fall due until payment is made in full.
7.4 If the Client cancels an order at any time prior to final delivery Leigh-on-sea.com shall be entitled to its reasonable losses and expenses incurred to the date of cancellation.
8 Intellectual Property Rights / Confidential Information
8.1 All Intellectual Property Rights of whatever nature in material devised by Leigh-on-sea.com including all software code written by Leigh-on-sea.com and its employees will vest in and belong to Leigh-on-sea.com free of any interest of the Client or any third parties. The Client will do such acts as Leigh-on-sea.com may reasonably require in order effectively to vest such rights in Leigh-on-sea.com or to evidence the same;
8.2 Leigh-on-sea.com hereby grants a nonexclusive royalty free annually renewable licence to the Client to use the Intellectual Property Rights for the purposes of this agreement throughout the world which licence shall take effect on receipt by Leigh-on-sea.com of all Fees due under this Agreement save for the Maintenance Fees;
8.3 The Client hereby grants to Leigh-on-sea.com a nonexclusive royalty free licence to use the Materials for the purposes of this Agreement;
8.4 The Client hereby warrants that it has or has obtained all necessary rights, permissions and licences for the use of the Materials supplied to Leigh-on-sea.com and that it is fully entitled to grant to Leigh-on-sea.com the rights in clause 8.3 above;
8.5 The Client undertakes to Leigh-on-sea.com to indemnify and hold harmless Leigh-on-sea.com in full and defend at its own expense Leigh-on-sea.com against all costs and losses whatsoever and howsoever incurred by Leigh-on-sea.com its servants or nominees arising out of any claim made against it or any of them in any jurisdiction in the world for infringement of any Intellectual Property Rights in the Materials;
8.6 The Client further warrants that all material that it supplies to Leigh-on-sea.com is free of defamatory and other legally restricted material and it warrants that it shall fully indemnify and defend at its own expense Leigh-on-sea.com against all costs and losses whatsoever incurred by Leigh-on-sea.com its servants or nominees as a result of any claim made against it or any of them in any jurisdiction in the world as a direct or indirect result of the breach of this Clause;
8.7 Each party undertakes with the other that it will keep secret and confidential the terms of this Agreement and any information supplied by either party in connection with this Agreement or in connection with the business of the other party and in connection with the Website ("the Information”) and shall only disclose the Information or any part thereof (except to its own employees and then only on a need to know basis) with the other party's prior written consent PROVIDED THAT this Clause shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this Clause);
8.8 Not withstanding the provisions of this clause 8, Leigh-on-sea.com shall be afforded full and reasonable credit on the Website as the Developer and designer of the Website;
8.9 Not withstanding the provisions of this clause 8, Leigh-on-sea.com shall be entitled to refer, in the course of promoting or demonstrating Leigh-on-sea.com, to the Website and Leigh-on-sea.com's involvement in the design, Development and as the provider of the package.
9. Bugs and Viruses
9.1 All software created by Leigh-on-sea.com is checked for Viruses using AVG Antivirus and Leigh-on-sea.com accepts no responsibility for and bears no liability for any viruses discovered subsequent to Leigh-on-sea.com's delivery of the Final Version to the Client.
9.2 Leigh-on-sea.com recommends that all software created by Leigh-on-sea.com is checked for Bugs and will use its reasonable endeavours to check for Bugs provided only that this is provided for in the Budget but accepts no responsibility for and bears no liability for any Bugs discovered subsequent to Leigh-on-sea.com's delivery of the Final Version to the Client.
10. Materials
On receipt of the Final Version the Client agrees to arrange for the collection of all Materials incorporated in the Final Version and other materials provided by the Client. If these are not collected within 2 months of delivery of the Final Version Leigh-on-sea.com reserves the right to dispose of them on giving to the Client not less than fourteen days notice.
11. Data Protection Act
The Client undertakes that it will not collect data from or via the Website without obtaining the appropriate registration and otherwise complying with its obligations under the Data Protection Act or equivalent legislation and that it will not collect any data from the Website without giving sufficient prior written notice to Leigh-on-sea.com to apply for like registration.
12. Betting, Gaming and Lotteries Act
The Client undertakes that it will not use the Website for competitions within the meaning of the Betting Gaming and Lotteries Act 1963 or the Lotteries and Amusements Act 1976 and the Betting and Gaming Duties Act 1981 without full prior consultation with Leigh-on-sea.com and first obtaining licenses under those Acts or any amending legislation.
13. Financial Services Act
The Client undertakes that it will not carry on or purport to carry on investment business through the Internet or advertise such services unless authorised to do so under the Financial Services Act 1986 and the Client further undertakes to comply with the provisions of the Financial Services Act 1986 or any other legislation regarding financial services in force at the time of this Agreement or subsequently in all other respects.
14. Obscene and Defamatory Material
Leigh-on-sea.com gives no warranty or guarantee and explicitly and unequivocally excludes all responsibility and liability for all and any information and material contained on or within the Website or on the Internet as a result of Leigh-on-sea.com providing the Package and services, whether such information or material is included by the Client personally, by any third party or by Leigh-on-sea.com on the instructions of the Client. Leigh-on-sea.com shall have no liability to any person and the Client shall indemnify and hold harmless Leigh-on-sea.com in respect of all such information and material including without limitation any material that is offensive, obscene, defamatory or inflammatory.
15. Telecommunications and Broadcasting
The Client undertakes that it will obtain all necessary licences under UK Telecommunications and Broadcasting Legislation and that it will comply in every respect with such legislation.
16. Competition
The Client agrees and accepts that it may be subject to European and UK law on anti-competitive practices including without limitation abuse of a dominant position and concerted practices. The Client undertakes to Leigh-on-sea.com that it will not, in respect of the Package or the Website, enter into any agreement that has as its object or effect the restriction of competition within the UK or Europe nor will it at any time seek to abuse a dominant position within its relevant market, unless such activity is specifically permitted by law.
17. Indemnity
Without prejudice to Clauses 11, 12, 13, 14, 15 and 16 above the Client undertakes that it will obtain all necessary licenses and permissions required throughout the world for any and all activities that it conducts through the Internet and that it will indemnify Leigh-on-sea.com against all actions, claims, costs (including legal costs and expenses properly incurred), damages, demands or liabilities brought against or suffered by Leigh-on-sea.com as a result of any breach by the Client of its obligations under this Agreement.
18. Termination
18.1 If the Client decides not to proceed further with the Package at any time it shall pay to Leigh-on-sea.com the Cancellation Fees of 70% of the total of the complete package ordered.
18.2. Leigh-on-sea.com shall be entitled to immediately restrict, suspend or terminate without notice the Client's access to and use of the Website and or terminate this agreement upon the Client's breach of any part this agreement whatsoever including without limitation the non-payment of any sums as and when they fall due.
18.3 Leigh-on-sea.com will not be liable in any amount for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, fire, flood, war or act of God.
19. General
19.1 These terms constitute the whole and only agreement between the Parties and shall apply to the exclusion of all other terms or conditions of contract.
19.2 Nothing in these terms shall be deemed to constitute a partnership or agency relationship between the Parties and neither of the Parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.
19.3 If at any time any part of these terms and conditions is or becomes unenforceable, such part will at Leigh-on-sea.com's option be construed as far as possible to reflect the parties' intentions and the remainder of the provisions will remain in full force and effect.
19.4 No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Agreement.
19.5 Neither Party shall assign the benefit or burden of this Agreement without the prior written consent of the other Party.
19.6 The UK shall be considered the place of first publication of any material on the internet or Website.
19.7 These Terms and Conditions are made and shall be construed in accordance with the laws of England and you the Parties submit to the -exclusive jurisdiction of the English courts.
20. Liability
20.1 Leigh-on-sea.com shall not be liable for loss of turnover, sale, revenue, profits or indirect, consequential or special loss.
