DEFINITIONS

"Project Manager"

Company representative who oversees the project as set out in the Agreement.

"Server"

The computer upon which the website will reside and operate.

"Timetable"

The schedule of dates for the Company to test and finalise the Website Design and Web Pages as set out in the Agreement.

"URL"

Universal resource locator

"Web Design"

Graphical, technical and navigational design

"Website Pages"

Pages of the Website containing all text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials to be featured, displayed or used in or in relation to the Website.

DUTIES OF COMPANY

2.1 The Company agrees to:

• 2.1.1 to develop and advise on the Website Design as set out in the Agreement.
• 2.1.2 to create and deliver and advise on the production of the Web Pages as set out in the Agreement.
• 2.2 Subject to Clause 2.3, the Company undertakes to carry out the objective set out in clause 2.1 in accordance with the timetable as set out in the Agreement.
• 2.3 Where the Client has engaged more than one supplier in the provision of brand identity, design and development services, the delivery obligations set out in Clause 2.2 shall be conditional upon the performance of third parties as set out in the Agreement.
• 2.4 The Company warrants and represents to the Client that all works created by the Company in the course of the Agreement will, unless otherwise stated in this Agreement, be original work and not subject to any intellectual property or other rights of any third party and that the Client’s use of the website shall not infringe the intellectual property rights of any third party.

   

DUTIES OF THE CLIENT

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

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

3.3 The Client gives permission to the Company to refuse at any time to print or place any copy, photograph, or illustration of any kind that in the Company’s sole discretion it believes is an invasion of privacy, degrading, libellous, unlawful, obscene, pornographic, in bad taste, or which in the sole judgment of the Company is an infringement on a trademark or copyright belonging to others.

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

PROJECT MANAGEMENT

4.1 The Company shall nominate a Project Manager as set out in the Agreement who shall be available to respond to the Clients’ enquiries and who shall manage the project as set out in the Agreement upon the terms of this clause. The Project Manager shall act promptly and fairly at all times during the term of this Agreement and in particular shall:

• 4.1.1 contribute as many hours or days of work as are required from time to time for the needs of the Agreement in accordance with the Timetable; and
• 4.1.2 keep detailed records of all work carried out in relation to the Agreement by him or any other employee or agent of the Company, such records or copies thereof to be made available to the Client on request and to remain confidential to the Company and the Client.

4.2 The Client shall nominate an individual (“Project Co-ordinator”) who shall be available to co-ordinate with the Project Manager and who shall provide all information and documentation required by the Company for the proper performance of the Agreement.

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

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

ALTERATIONS

5.1 The Client may at any time request alterations to the Agreement by notice in writing to the Company.

5.2 On receipt of the request for alteration the Company shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of the alteration, if any, on the Fees, the Timetable and any other terms already agreed between the parties. Any increase in the Fees shall be in accordance with the standard charges of the Company for labour. For the avoidance of doubt, the Client’s requirement that the Company carry out amendments or modifications or corrective or remedial work pursuant to Clause 6 shall not constitute an alteration within the meaning of this Clause.

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

TESTING

6.1 On completion of the website the Company shall provide the Client with a temporary URL where the website can be viewed and tested. If the Project Co-ordinator in his sole discretion considers that the website has failed in any way to perform in accordance with the Agreement and/or that amendments or modifications or corrective or remedial work are required, he shall advise the Company in writing within 5 days of testing the website, outlining the areas which require to be modified. On receipt of this notice the Company shall, subject to Clause 6.2, free of charge, investigate and make the changes to the website (including corrections or enhancements to the Software used) necessary to ensure that it will perform in accordance with the Agreement. Following the necessary changes the Client shall test the website again on the same terms as above and if no further changes are intimated by the Client, this shall be referred to as "successful completion". For the avoidance of doubt, the Company shall not undertake any changes free of charge where the Client requires the website to operate in a manner not set out in the Agreement.

6.2 Where the Project Co-ordinator considers that the website has failed and on investigation pursuant to Clause 6.1 this proves to be a result of an error by the Client, the Company shall be entitled to charge for the costs of investigation and of making the changes that are necessary and agreed at the Company’s Fees from time to time in force.

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

6.4 Upon successful completion the Client shall be required to provide written confirmation that the Company has successfully completed the Agreement

INTELLECTUAL PROPERTY RIGHTS

7.1 The Client grants to the Company a royalty-free, worldwide, non-exclusive licence to use the content supplied by the Client for the purposes of the Agreement only.

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

WEBSITE HOSTING

8.1 This Clause 8 shall apply where the Client has asked the Company to provide a hosting service for the Client’s website.

8.2 The Company shall install or arrange the installation of the Client’s website on the Server and make the Client’s website available to the public via a connection to the internet in accordance with the Agreement.

8.3 In the event that access to the Client’s website exceeds the permitted bandwidth, storage allocation or both (as notified to the Client), the Company shall be entitled, in its’ absolute discretion to:

• 8.3.1 suspend access to the website; or.
• 8.3.2 move the website to a different Server and/or increase the Fees for the hosting service

8.4 Notwithstanding any other provision in the Agreement, the Company shall be entitled without notice and at any time, to change the permitted bandwidth or storage allocation for the website or make any other change to the hosting service:

• 8.4.1 required to comply with safety, security or other applicable legal requirements; or
• 8.4.2 which does not materially effect the quality or nature of the hosting service.

8.5 The Client accepts that the Company is entitled to sub-contract the hosting service.

8.6 The Client accepts that any material contained in or linked to the website and (if applicable) contained in any discussion group, forum, chat room or bulletin board on the website (“Material”) is and shall remain legal, decent, honest and truthful; and compliant with the Data Protection Act 1998 and all other applicable laws and regulations from time to time.

8.7 The Client will ensure at all times the accuracy, lawfulness, currency and legislative and regulatory compliance of the Material and the website; and be solely liable for any faults or misleading, inaccurate, infringing, defamatory or otherwise unlawful or actionable material contained or referred to in the website.

8.8 The Client is solely responsible for maintaining the confidentiality and security of Internet accounts and usage, including use of a unique log-on ID.

8.9 The Client acknowledges and agrees that the Company may be required by a law enforcement agency or for any other legal or regulatory purposes to monitor the Content and traffic on the website; and where necessary to support or defend any dispute, action, cause or other matter that arises, to give evidence of the Client’s use of the website or allow use of the Client’s unique log-on ID.

8.10 The Company does not warrant that access to the website will be uninterrupted or error free. The Company shall use reasonable endeavours to keep downtime to a minimum. The Company shall make all commercially reasonable efforts to provide the Client with email notification of all scheduled and emergency outages.

8.11 Where the Company subcontracts the provision of the hosting service, the Company will not have control of the Server and accordingly shall not be liable for any loss (including, without limitation any indirect consequential or special loss, damage, costs or expenses or other liability incurred as a result (directly or indirectly) of:

• 8.11.1 Server downtime;
• 8.11.2 inability to access the Website;
• 8.11.3 loss of or damage to any files, data or the Website; and
• 8.11.4 any non-receipt, misrouting or failure of email or other message transfer except to the extent that the subcontractor accepts such liability under the relevant subcontract with us and the Company is actually indemnified for such liability.

8.12 For the avoidance of doubt, the Company does not monitor and will not have any liability for the content of any communication transmitted by virtue of the hosting service.

8.13 Due to the public nature of the internet, the Company shall not be liable for the protection of the privacy of electronic mail or any other information transferred through the internet or via any network provider and no guarantee or representation is given that the hosting service will be free from hackers or unauthorised users. The Client shall be liable for the content of any emails transmitted by virtue of the hosting service and for ensuring that it complies at all times with all relevant legislation (including, but not limited to the Data Protection Act 1998 and all other privacy laws, regulations and guidance notes made or issued thereunder).

8.14 The Client grant the Company a non-exclusive, royalty free licence for the term of the Agreement to use, store and maintain the content contained in the website on the Server for the purposes of providing the hosting service. The Company may make such copies as may be necessary to perform its’ obligations including back-up copies of the content.