Web Design & Hosting
Terms & Conditions
Web Design & Hosting
1.1. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Buyer” means the person, company, firm or body engaging the Company to perform programming and related technical services, including designing, developing, creating, testing, delivering and hosting the Buyer’s World Wide Web site (the “Web Site”) and certain other programming materials as described herein.
“Code” means all computer programming code (both object and source, unless otherwise specified), as modified or enhanced from time to time by the Company.
“Confidential Information” means in relation to either party any information which is disclosed to that party by the other party (whether or not developed by the other) including, without limitation (a) the preparation and Specifications of the Deliverables, (b) pre-existing or new information that relates to all ideas, designs, methods, discoveries, improvements, products or other results of consulting services, (c) trade secrets, (d) product data, (e) proprietary rights, (f) business and financial affairs, (g) product developments, and (h) customer and employee information.
“Content” means all text, graphics, animation, audio and/or digital video components and all other components of the Deliverables and the selection and arrangement thereof, other than the Code whether created by the Company or provided by the Buyer for purposes of developing the Web Site, including without limitation any Intellectual Property Rights therein.
“Intellectual Property Rights” means any patent, copyright, trademark and design rights (in either case registered or unregistered) format rights, topography rights, trade secrets, moral right, right of attribution or integrity right to confidentiality know-how or other intellectual or industrial property rights or proprietary rights arising under the laws of any jurisdiction (including, without limitation, all claims and causes of action for infringement, misappropriation or violation thereof and all rights in any registrations and renewals).
“Order Forms” means the forms that constitute the order.
“Pre-existing Work” means any pre-existing original works of authorship contained in the Content as identified in the Work Statement.
“Quotations” means a formal statement or document submitted to the potential Buyer detailing the price to supply the services or goods specified.
“Specifications” means the requirements for the development of the Web Site, including operational and functional capabilities and performance as detailed in the order form.
“Term” means the period defined by this agreement as described in Clause 8.1 subject to earlier termination in accordance with this Agreement.
“The Company” means Pod Digital Marketing Limited registered in England and Wales under number 10132514 whose registered office is 6 Elizabethan House, Leicester Road, Lutterworth, England, LE17 4NJ (“the Company”) and who carries on business providing pay-per-click advertising services (“PPC Services”) for the development and hosting of sites on the World Wide Web.
“Web Site” means the Buyer’s World Wide Web site to be developed by the Company pursuant to this Agreement.
“World Wide Web” means a global computer network of servers and files containing text and graphics accessible through use of hypertext transfer protocol.
2.1 These terms of business are to be read in conjunction with and form part of the General Order Form. The Buyer acknowledges and agrees that by signing the General Order Form it accepts these terms of business.
2.2 Quotations submitted by the Company shall remain active for acceptance by the Buyer for a period of 21 days from the date of the quotation, unless it is withdrawn by the Company.
2.3 A contract shall only become binding upon acceptance of the order by signing or counter signing and dating of the order and returning it by the Buyer.
- SCOPE AND SERVICES
3.1 The Company shall author, design, create, develop, test and produce the Web Site, and host the Web Site, in accordance with the Order Forms for the purpose of establishing and hosting the Web Site. At any time during the Term of this Agreement, the Buyer may request additional services to be performed by the Company in connection with the Web Site, including any updates or upgrades. Such additional work shall be agreed upon in writing by the parties and shall service as an addition or revision to the initial order or any additional order form and shall be subject to the terms of this Agreement and become effective upon execution, by authorised representatives of both parties, of a written statement of the revision.
3.2 In accordance with industry norms, the Company agrees to use commercially reasonable efforts to complete the Web Site in a timely manner according to the order but the obligations with respect to completing its work are subject to delays caused by unforeseen circumstances, by any voluntary action of the Buyer or of any third parties beyond the control of the Company.
3.3 The Company agrees to notify the Buyer promptly of any event coming to its attention that may affect the Company’s ability to meet the requirements of the order, or that is likely to cause any material delay in delivery of the Web Site. The Company shall not be in breach of this agreement as a result of a reasonable delay in delivering the Web Site occurring for any reason.
3.4 Changes or revisions to the order, or any subsequent additional order, shall become effective only upon written agreement of the parties. The Company shall accept any reasonable change request made by the Buyer that reduce the cost of performance provided.
3.5 The Company may seek an additional payment in compensation for any additional costs of any performance or preparation already undertaken, and that the total reduction shall not be more than 10% of the amount originally agreed to by the parties. The Company shall make reasonable efforts to accommodate (but shall not be required to accept) any change requests made by the Buyer that increase the cost of performance, provided that the proposed changes are reasonable in scope and the Buyer establishes a commensurate increase in compensation.
4.1 The cost for the services should, subject to clause 2.1, be that expressed in any applicable quotation, and/or confirmed in an order.
4.2 VAT and any relevant taxes will be added to any price if applicable.
4.3. Unless otherwise agreed between the Buyer and the Company, the price of the Web Site design is £60 per hour plus VAT. If the Web Site design shall exceed any fixed quotation previously agreed, the Company shall contact the Buyer and advise re additional costs. If the fixed price is exceeded by 10% or more, the Company reserves the right to make additional charges at £60 per hour plus VAT. If the fixed price for the Web Site design is exceeded by less than 10%, the Company shall bear any additional costs.
5.1 All prices are net of VAT.
5.2 For any order for Web Site design with a total value (exclusive of VAT) of less than £2,000 the Buyer shall pay the Company the total value of the work in advance prior to the commencement of work.
5.3 For any order for Web Site design with a total value (exclusive of VAT) of £2,000 or more, the Buyer shall pay the Company:
5.3.1 A 50% deposit prior to the commencement of work. The balance shall be payable upon completion; or
5.3.2 A 25% deposit prior to the commencement of work. The balance shall be payable over 24 months via Direct Debit or as otherwise agreed.
5.4 Payment for hosting services can be made either via monthly Direct Debit or annually in advance by BACS payment.
5.5 Following the failure by the Buyer to make any payment by the due date, the Company may suspend all services until payment of sums due have been paid in full. The Buyer hereby acknowledges that should the Company exercise its rights under this clause, the Company shall not be held liable for any damage or claim by the Buyer. The Company retains all its rights to the Web Site until all payments have been made by the Buyer.
5.6 The Buyer will make payment to the Company by any one or more of the following means:
5.6.1 Cheque made payable to Pod Digital Marketing Limited;
5.6.2 Credit Card;
5.6.3 Direct Debit;
5.6.4 BACS Payment to the bank account
Account Name: Pod Digital Marketing Limited
Bank: Lloyds TSB
Sort Code: 30-96-09
Account Number: 66753860
- WEB SITE DESIGN
6.1 Where specified in the order, the Company shall provide Web Site Design Services. The Company shall agree to develop the relevant Web Site in accordance with the specifications required by the Buyer. In the event of a dispute arising as to whether the Web Site satisfies the specification, the Company’s decision shall be final and binding.
6.2 The Buyer shall provide to the Company in a timely and suitable manner all such content and information as may be reasonably necessary to complete the Web Site in accordance with the specifications, provided that the Buyer shall not supply any content or information which infringes the Intellectual Property Rights of a Third Party, or is fraudulent, offensive, abusive, defamatory or obscene.
6.3 The Buyer absolutely guarantees and warrants that any element of text, graphics, music and content supplied to the Company for inclusion in their Web Site is owned by the Buyer, or that the Buyer has permission from the rightful owner to use such content and will indemnify the Company against all claims which may arise from inclusion of such content provided by the Buyer.
7.1 Unless the order provides for (1) progress payments, (2) deferral of payment after completion or (3) some other form of payment schedule, the Buyer shall pay the full amount of the fixed price associated with the work and shall commence payments for the Company’s hosting services upon delivery of the Web Site. The Buyer shall pay the full amount of the fixed price associated with the delivery of the Web Site upon receipt of an invoice from the Company.
7.2 Except as reserved in the order, the Company shall bear its own expenses arising from performance of its obligations under this Agreement, including (without limitation) expenses for facilities, work spaces, utilities, management, clerical and reproduction services, supplies and the like.
7.3 With respect to work and other services for which the parties determine that payment on a fixed price basis is not appropriate, the order may provide for payment on (1) a time basis and (2) materials, determined according to the hourly rates set for the Company’s employees by skill level in the schedule of rates to be agreed to by the parties and attached hereto. The parties may agree on a maximum aggregate amount for particular services or additional work. The Company shall use all commercially reasonable efforts to complete the specified services and/or work for no more than such aggregate amount. Should the Company determine at any time that it may be necessary to exceed such aggregate amount, it shall provide a written notice to the Buyer, indicating the estimated cost to complete the services and/or work. Following receipt of such estimate, the Buyer shall immediately instruct the Company in writing to (1) halt work with respect to such services and/or work, (2) continue on a time and material basis, or (3) suspend work pending further negotiation of a fixed price for completion.
7.4 The hourly rates prescribed by the schedule of rates, if so attached, shall be in lieu of compensation or reimbursement for any costs or burden incurred by the Company except as specifically set out in the order. Rates quoted by the Company in the schedule of rates are subject to change upon 30 days’ advance notice, provided that any such change shall have no effect upon rates or charges for work already rendered or scheduled to be rendered within 30 days of the issue of such notice.
7.5 All hosting services to be provided by the Company under Clause 12 of this Agreement shall be paid for by the Buyer in accordance with the hosting fees section of the order.
- TERM AND TERMINATION
8.1 If the contract is terminated before the website is set live then the Company will be entitled to a reasonable payment by the Buyer for all work undertaken until the date of termination.
8.2 The Buyer will immediately cease to be entitled to use of the Web Site until the Buyer has paid all outstanding charges up to the date of termination.
8.3 In relation to hosting services the Buyer agrees that the duration of contract will be for a minimum period of 12 months from the date at which the hosting service begins and is subject after the minimum period to clause 8.4.
8.4 In relation to hosting services after the minimum period of 12 months (clause 8.3) either party may terminate by giving 3 months’ written notice (the Termination Period) and:
8.4.1 The Buyer shall continue to pay the Company all charges during the 3 month Termination Period.
8.5 For Buyers paying by Direct Debit only in relation to hosting services after the minimum period of 6 months, either party may terminate by giving 2 months’ written notice (the Termination Period) and:
8.5.1 The Buyer shall continue to pay the Company all charges during the 2 month Termination Period.
8.6 Either party may terminate the Contract immediately and without notice if the other party enters administration or bankruptcy.
8.7 Without prejudice to any other rights or remedies which the Company may have, the Company may terminate the Contract without liability to the Buyer immediate on giving notice to the Buyer if:
8.7.1 Any invoice remains outstanding for more than 30 days; or
8.7.2 The Buyer commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing; or
8.7.3 The Buyer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
8.7.4 The Buyer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
8.7.5 A petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the Buyer;
8.7.6 An application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer; or
8.7.7 The Company, at its sole discretion, considers it reasonable to do so.
- EFFECTS OF TERMINATION
Upon the termination of this Agreement for any reason:
9.1 Any sum owing by the Buyer to the Company under any of the provisions of this Agreement shall be immediately payable and the Buyer will pay the Company for all unpaid invoices and uncompensated staff time up to the date of termination; provided, however, that if the work is being provided on a fixed price billing basis, all staff time shall be paid as if on a time and material billing basis;
9.2 Each party shall forthwith cease to use, either directly or indirectly, any Confidential Information, and shall forthwith return to the other party any documents in its possession or control which contain or record any Confidential Information;
9.3 Any provision of this Agreement which is expressed to continue in force after termination shall continue in full force and effect; and
9.4 Subject as provided in Clause 5, and except in respect of any accrued rights, neither party shall be under any further obligation to the other.
- BUYER’S RESPONSIBILITIES
10.1 The Buyer shall:
10.1.1 Furnish all necessary information requested by the Company;
10.1.2 Provide adequate access to personnel of the Buyer; and
10.1.3 Maintain the accessibility and operability of the Web Site to the extent reasonably necessary for the Company to fulfil its responsibilities under this Agreement.
10.2 Any delays attributable to the Buyer’s failure to respond to reasonable requests by the Company will extend any and all deadlines for an amount of time equal to the Buyer’s delay. The Company reserves the right to make any necessary equipment or software upgrades, changes or modifications.
- DELIVERY AND ACCEPTANCE OF THE WEB SITE
11.1 The Company shall deliver the Web Site at the time and in the manner specified in the Order Form.
11.1.1 The procedure for acceptance of any Web Site shall be as follows:
126.96.36.199 The Buyer shall have the time shown set out below to inspect and test the Web Site when received, namely one hundred and twenty (120) hours. The Buyer agrees that it will accept the Web Site as being satisfactory in all respects if once the Web Site is activated no problem is reported by the Buyer within the one hundred and twenty (120) hour period.
188.8.131.52 The Buyer may only reject a Web Site for material failure to comply with the applicable Specifications. In the event of rejection, the Buyer shall give its reasons for rejection to the Company in reasonable detail. The Company shall then have reasonable time to use commercially reasonable efforts to correct any deficiencies or non-conformities from the applicable Specifications and resubmit the rejected items as promptly as reasonably possible until the Web Site is completed.
12.1 The Buyer shall be responsible for the maintenance, renewal, control and editorial content of the Web Site. The Company will not be responsible for reviewing the test, graphics, animation, audio and/or digital video components prior to uploading such content onto the Web Site. The Buyer shall ensure that the content shall be and remain fully compatible with the Web Site; provided, however, upon request from the Buyer, and at the Buyer’s sole expense, the Company shall make commercially reasonable efforts to assist the Buyer in resolving any content related compatibility issues.
12.1.1 The Company shall be responsible for all aspects of hosting and operation of the Web Site in accordance with the specifications set out in the order.
12.1.2 The Buyer shall be solely responsible for collecting any and all required sales, use and VAT and other governmental charges and duties from users of the Web Site.
12.1.3 The Company may publish credits, disclaimers or other materials on the Web Site as it reasonably deems appropriate. In addition, the Company shall have the right to review the Web Site from time to time and remove or edit content which, in its sole discretion, we consider offensive, libellous, obscene or otherwise unlawful or objectionable (including without limitation, hyperlinks, framed content or meta tags which we consider potentially infringes a of third party’s intellectual property rights); provided, however, the Company shall attempt to contact the Buyer prior to removing or editing such content. The parties will attempt to meet in good faith to resolve any such issues. If the parties are unable to resolve such issues or if the Company is unable to contact the Buyer after using reasonable efforts, it may remove such content in its reasonable discretion.
- RIGHTS IN CONTENT AND SOFTWARE
13.1. All work and other items and materials delivered by the Company to the Buyer hereunder, and all Intellectual Property Rights associated with any of the foregoing, shall be owned exclusively by the Company, and no right, title or interest in or to any of the same other than any license granted to the Buyer, transferred or assigned to the Buyer by this Agreement or any Specification.
13.1.1 The Buyer’s logos, trademarks, trade names, copyright materials and the Buyer’s Pre-existing Work remain the Buyer’s sole property. The Company agrees that the service mark [e.g., “Buyer’s Web Site,”] uniform resource locator (“URL”) [e.g., “www.Buyer.com”] and the IP numeric equivalent will be obtained by and remain the sole property of the Buyer. The Company agrees to identify the Buyer’s trademarks, copyrights and other Intellectual Property Rights in the Web Site by including appropriate symbols and notices as reasonably requested by the Buyer.
13.1.2 Subject to the terms of business of this Agreement, each party (the “Owner”) hereby grants the other a non-exclusive, non-transferable (except with written permission from the Owner), non-sub-licensable, worldwide license to use, reproduce and/or modify the Owner’s property, as described in this Agreement, solely in connection with the operation of the Web Site.
13.1.3 All rights in and to the Web Site and any other items and materials delivered by us to the Buyer which are not expressly granted to the Buyer under Clause 13.1.1 above are reserved to the Company. Without limiting the generality of the foregoing, the Buyer shall not, and shall not assist, authorise or encourage any third party to:
184.108.40.206 Use or transmit any Web Site on or to any other web site or network not owned by us,
220.127.116.11 Reverse engineer, decompile, disassemble any Web Site or otherwise attempt to discover any Source Code or trade secrets related to our work and services;
18.104.22.168 Distribute, license, rent, sell, lease or otherwise transfer any Web Site;
22.214.171.124 Modify or create derivative works based on any Web Site; or
126.96.36.199 Remove, obscure or alter any notice of copyright, trademark or other proprietary notices present on or in any Web Site.
14.1 All information, specifications, documents, contracts, drawings, design materials, and any other data which the Company may have supplied and may continue to supply to the Buyer relating to the Company’s business, third party Buyers, prices, services, websites and contracts are confidential.
14.2 The Buyer agrees that at no point will they supply any of the above said confidential information at clause 14.1 to any third parties without prior written consent from the Company.
14.3 The Buyer agrees not to sell, use inappropriately, license, create, develop or deal in any of the supplied confidential information either on their own or through any subsidiary or agent.
14.4 The Company agrees to keep any Buyer information confidential and stored securely.
- REPRESENTATIONS, WARRANTIES, LIMITATIONS AND INDEMNITY
The following representations and warranties are provided solely for the benefit of the parties to this Agreement, and no other person or entity.
15.1 The Company warrants that (i) the Web Site and software it creates or licenses to the Buyer shall perform reasonably as stated in the Specifications and (ii) it will perform all work called for in the Order Forms in compliance with applicable law.
15.1.1 The Company warrants that any part of the Buyer’s Web site and Content developed solely by it:
188.8.131.52 Will be original and will not infringe on any patent, copyright, trade secret or other proprietary rights third parties; and
184.108.40.206 Will not be defamatory to any third party or violate any third parties rights of privacy or publicity.
15.1.2 The Buyer warrants that no part of the Web Site, including all related materials and Content provided by the Buyer in the production of the Web Site:
220.127.116.11 Infringes on any Intellectual Property Rights of third parties; or
18.104.22.168 Is defamatory to any third party or violates any third parties rights of privacy or publicity.
15.1.3 The Buyer warrants that it is the owner of all rights in, or has obtained any written permission necessary to authorise our use pursuant to this Agreement of, any part of the Web Site, materials and content provided by the Buyer.
15.1.4 The Buyer shall be solely responsible for the adequacy and accuracy of all content, information and data provided to us. The Buyer shall review the accuracy of all content, information and data once we have included the same in the Web Site. The Buyer shall be solely responsible for the content and information within the Web Site, and shall be responsible for all changes to the content of the Web Site accordingly. The Company shall not be responsible for screening, policing, editing, or monitoring any content, or additional materials added by the Buyer or any third party to any Web Site or included services. If notified of allegedly infringing, defamatory, damaging, obscene, illegal or offensive material, the Company’s obligation will be to inform Buyer of such allegations.
15.1.5 The Buyer shall fully indemnify Company against all liability and expenses (including but not limited to legal and other professional fees) arising from such claim unless said liability is due gross negligence or a wilful default by the Company in carrying out our obligations under this Agreement.
15.1.6 Each party has full power to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights described herein to the other party.
15.1.7 The Company does not warrant any Web Site or included services against failure of performance due to failure of computer hardware or communication systems for whatever reason. Except as specifically provided in this Clause, the Company disclaims and the Buyer waives all other warranties, express or implied, with respect to the Web Site and all services provided hereunder, arising by law or otherwise, including without limitation:
22.214.171.124 Any implied warranty of merchantability, fitness for a particular purpose non-infringement or arising from course of dealing, course of performance or usage of trade; and
126.96.36.199 Any obligation, liability, right, remedy, claim in tort, notwithstanding any fault, negligence, strict liability or product liability of the Company (whether active, passive or imputed).
16.1 In addition to its rights of termination, the Buyer’s exclusive remedies for the Company’s default shall be to obtain the repair, replacement or correction of the defective services, software or equipment to the extent warranted under this Agreement in the first instance. If such remedy is not economically or technically feasible or effective, then the Buyer may obtain an equitable partial or full credit or refund of amounts paid with respects to the defective services subject to the limitation set forth immediately below.
17.1 Except as expressly provided in this Agreement the Company shall not be liable to the Buyer or any third party, whether in contract, tort (including negligence) or otherwise for:
17.1.1 Any amount in excess of the amount paid by the Buyer for any services during the six (6) months prior to the event giving rise to the alleged claim; or
17.1.2 Any loss of revenue, business contracts, anticipated savings or profits, or any loss of use of facilities; or
17.1.3 Any special indirect or consequential loss howsoever arising.
17.2 In clause 17.1.2 “anticipated savings” means any expense which either party expects to avoid incurring or to incur in a lesser amount than would otherwise have been the case by reason of the use of the services and facilities provided by us under this Agreement.
- COPYRIGHT AND PROPRIETARY RIGHTS NOTICES
18.1 The Buyer shall maintain on all copies of a Web Site the copyright notices, confidentiality legends, patent markings and other labels (singularly or collectively “Proprietary Rights Notices”) in the exact forms reasonably specified in written notices by the Company. The Buyer shall not remove or alter any copyright or other Proprietary Rights Notices placed by us.
- FORCE MAJEURE
19.1 Neither the Company nor the Buyer shall be responsible to the other party for any delay in performance due to any cause beyond reasonable control of either parties. The affected party shall immediately inform the other party of this occurrence when it happens, stating that the occurrence has happened and the affected party will take all action reasonably possible to remedy the situation and to comply with the terms of this agreement.
19.2 In the event that the Force Majeure shall continue for more than a continuous period of 28 days, then the party not in default shall be entitled to terminate the agreement with immediate effect. Neither the Company nor the Buyer will have any liability against the other in respect of this termination arising as a result of the force majeure
- INDEPENDENT CONTRACTORS: AUTHORITY OF THE CONTRACTOR
20.1 The Company has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed all work to be carried out by us hereunder unless otherwise provided herein. We may, at our own expense, employ such assistants as is deemed necessary to produce the Deliverables. The Buyer may not control, direct or supervise our assistants or employees, and each party shall be responsible for its own taxes or any withholding or benefits on behalf of its employees.
- NATURE OF AGREEMENT
21.1 Each party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any other Member of its Group, provided that any act or omission of that other Member shall, for all the purposes of this Agreement, be deemed to be the act or omission of the party in question.
21.1.1 Subject to Clause 17.1 this Agreement is personal to the parties and neither party may assign, mortgage or charge (otherwise than by floating charge) or sub-license any of its rights hereunder, except with the written consent of the other party or as specifically permitted under Clause 16 hereof.
21.1.2 Nothing in this Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties.
21.1.3 This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.
21.1.4 Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
21.1.5 No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
21.1.6 If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
22.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by:
22.1.1 Delivering it by hand;
22.1.2 Sending it by pre-paid registered First Class post to address Pod Digital Marketing Limited, 6 Elizabethan House, Lutterworth, LE17 4NJ; or
22.1.3 Sending it by electronic transmission to the other party at the address firstname.lastname@example.org
22.1.4 Any notice or information given by post in the manner provided by Clause 22.1.2 which is not returned to the sender as undelivered shall be deemed to have been given to the second day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.
22.1.5 Any notice or information sent by electronic transmission, facsimile transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in Clause 22.1.3 to the other party at the address given in Clause 22.1.3 within 24 hours after transmission.
- APPLICABLE LAW AND JURISDICTION
23.1 The laws of England and Wales shall apply to the whole of this Agreement.
23.2 Any question arising out of this Agreement as to the construction or effect of any Intellectual Property shall be decided in accordance with the laws of the country in which the Intellectual property in question has been granted or filed or exists.
23.3 The parties hereby agree to submit to the non-exclusive jurisdiction of the English and Welsh courts.
24.1 Any dispute, difference or disagreement between the parties arising out of or in connection with this Agreement shall be referred to the arbitration in London of a single arbitrator appointed by agreement between the parties within 30 days after a request for a reference is made by either party, or failing that nominated on the application of either party to ICANN.
24.2 Clause 24.1 shall not:
24.2.1 Apply to any dispute, difference or disagreement in respect of which the provisions of this Agreement specify the consequences; or
24.2.2 Preclude the making of an application to the Court for injunctive relief.
- SERVICES RELATING TO HOSTING
In connection with hosting the Web Site the Company shall:
25.1 Provide all facilities, equipment, online staff and services necessary to host, operate, manage and maintain the Web Site in accordance with the terms of this Agreement and all applicable laws and regulations;
25.2 Configure, install, house, maintain, monitor and operate all computer equipment, server, software, network equipment and other components thereof, in a commercially reasonable manner designed to maximise the reliability and security thereof;
25.3 Use reasonable efforts to protect the Web Site from unauthorised interruptions, viruses and outside attacks (including, without limitation, by installing appropriate firewalls, backup systems and other protective devices);
- HOSTING FEES
26.1 The Buyer shall pay to the Company a yearly fee specified in the Order Forms for hosting the Web Site in accordance with the terms of business of this Agreement. This fee excludes the content management system updates and the domain name cost. This fee can be either paid monthly by Direct Debit or annually.
26.2 The Company may at its absolute discretion at any time change the price of hosting provided one months’ written notice is supplied to the Buyer.
26.3 The Buyer may change their hosting requirements at any time. In the event that such requirements are changed, we shall adjust the fees due accordingly.
26.4 All fees payable by the Buyer to the Company shall be paid in full, without set off or deduction. The Company reserves the right to suspend or terminate hosting services if applicable fees are not paid on or before the due date.