Goods & Services | Web Design | Web Hosting

INTERPRETATION

In these terms:-

“the Company”
means IMEX Group Limited

“the Customer”
means the person, organisation or firm who accepts the Company’s quotation or whose order for goods or Services is accepted by the Company.

“Products”
means goods of any description (including but not limited to printed items, graphics in any physical form, designs, promotional items, or hardware) which the Company is to supply in accordance with the contract.

“Services”
means the Services which the Company is to supply in accordance with the Contract

“Contract”
means the Contract for the supply of the Products or for the provision of the Services by the Company to the Customer.

“Document”
includes in addition to a document in writing a map, plan, design, drawing, picture or other image, or any other record of any information in any form.

“Input Material”
means any Documents or other materials, and any data or other information provided by the Customer relating to the Products or the Services.

“Output Material”
means any Documents or other materials, and any data or other information provided by the Company relating to the Products or the Services.

“Terms”
means the Standard Terms of trading of the Company set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Company and the Customer

“Writing, and any similar expression”
includes facsimile transmission, e-mail, or other electronic method

1. Basis of the Supply

1.1. The Company shall sell and the Customer shall purchase the Products and /or the Services in accordance with the Company’s Written quotation (if accepted by the Customer), or the Customer’s Written order (if accepted by the Company), subject in either case to these terms which will govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Customer.

1.2. No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the Customer and the Company.

1.3 The Company’s employees or agents are not authorised to make any representations concerning the Products or the Services unless confirmed by the Company in Writing. In entering into a Contract the Customer acknowledges that it does not rely on any representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.

1.4 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Products or the Services which is not confirmed in Writing by the Company is followed or acted upon entirely at the Customer’s own risk and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.

1.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.


2. Orders and Specifications

2.1. The Customer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Customer, and for giving the Company any necessary information relating to the Products or the Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.

2.2. The quantity, quality and description of the Products or the Services and any specification for them shall be as set out in the Company’s quotation.

2.3. The Company reserves the right to make any changes to the specification of the Products or the Services which are required to conform with any applicable statutory or European Union Requirements or, where the same are to be supplied to the Customers’ specification, which do not materially affect their quality or performance.

2.4. No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in Writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs, (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.


3. Price

3.1. The price of the Products or the Services shall be the Company’s quoted price or, where no price has been quoted (or the quoted price is no longer valid), the price listed in the Company’s published price list current at the date of acceptance of the order. All prices quoted are valid for 60 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Company without giving notice to the Customer.

3.2. The Company reserves the right, by giving Written notice to the Customer at any time before delivery, to increase the price of the Products or the Services to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alterations of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Products or the Services which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.

3.3. Except as otherwise stated in the Company’s Written quotation or in any price list of the Company, and unless otherwise agreed in Writing between the Company and the Customer, all prices are given by the Company on an ex-works basis, and where the Company agrees to deliver the Products or provide the Services otherwise than at the Company’s premises, the Customer shall be liable to pay the Company’s charges for transport, packaging and insurance.3.4. The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.

3.5 The cost of pallets and returnable containers will be charged to the Customer in addition to the price of the Products or the Services, but full credit will be given to the Customer provided they are returned undamaged to the Company before the due payment date.


4. Terms of Payment

4.1. Products Subject to any special terms agreed in Writing between the Customer and the Company, the Company may invoice the Customer for the price of the Products on or at any time after delivery of the Products, unless the Products are to be collected by the Customer or the Customer wrongly fails to take delivery of them, in which event the Company shall be entitled to invoice the Customer for the price at any time after the Company has notified the Customer that the Products are ready for collection or (as the case may be) the Company has tendered delivery of the Products.

4.2. Services Where Services are to be supplied, the Company shall invoice the Customer for the price of the Services on the date or dates specified in the Company’s quotation or otherwise agreed in Writing between the Company and the Customer.

4.3. The Customer shall pay the price for the Products or the Services within 30 days of the date of the Company’s invoice, and the Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place or that the Services have been only partly performed, and the property in any Products have not passed to the Customer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

4.4. If the Customer fails to make any payment on the due date then, without limiting any other right or remedy available to the Company, the Company may:-

4.4.1. cancel the Contract or suspend any further deliveries of the Products or performance of the Services.

4.4.2. appropriate any payment made by the Customer to such of the Products or the Services as the Company may think fit (notwithstanding any purported appropriation by the Customer); and

4.4.3. charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 6% above the base rate from time to time of Barclays Bank Plc from the due date until the outstanding amount is paid in full.

4.5 Should supply of any Products or Services be suspended at the request of or delayed by any default on the Customer for a period of 30 days or more, then the Company shall be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.


5. Delivery of Products

5.1. Delivery of Products should be made by the Customer collecting the Products at the Company’s premises at any time after the Company has notified the Customer that the Products are ready for collection or, if some other place for delivery is agreed by the Company, by the Company delivering the Products to that place.

5.2. Any dates quoted for delivery of the Products are approximate only and the Company shall not be liable for any delay in delivery of the Products howsoever caused. Time for delivery shall not be of the essence of the contract unless previously agreed by the Company in Writing. The Products may be delivered by the Company in advance of the quoted delivery date on giving reasonable notice to the Customer.

5.3. Where delivery of the Products is to be made by the Company in bulk, the Company reserves the right to deliver up to 3 per cent more or 3 per cent less than the quantity ordered without any adjustment in the price, and the quantities so delivered shall be deemed to be the quantity ordered.

5.4. Where the Products are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Terms or any claim by the Customer in respect of any one or more instalments shall not entitle the customer to treat the Contract as a whole as repudiated.

5.5. If the Company fails to deliver the Products (or any instalment) for any reason other than any cause beyond the Company’s reasonable control or the Customer’s fault, and the Company is accordingly liable to the Customer, the Company’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Products.

5.6. If the Customer fails to take delivery of the Products, or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Company’s fault) then, without limiting any other right or remedy available to the Company, the Company may:-

5.6.1. store the Products until actual delivery and charge the customer for the reasonable costs (including insurance) and storage; or

5.6.2. sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.


6. Delivery of Services

6.1. Delivery of the Services shall be made at the place or places and at the time or times specified in the Contract.

6.2. The Customer shall at its own expense supply the Company with all necessary Input Material, and all necessary data or other information relating to the Services, and shall make all preparations as specified in the Contract within sufficient time to enable the Company to provide the Services in accordance with the Contract. The Customer shall ensure the accuracy of all Input Material

6.3. The Company may at any time without notifying the Customer make any changes to the Services, which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.


7. Printed Materials

7.1. This Section 7 shall apply in respect of all printed materials supplied as the Products or as part of the Services.

7.2. All Input Material supplied by the Customer for the purpose of executing the Contract shall be free from error or defects which could affect the Products or Services. In the event that any fault in the Input Material causes any fault in the Products or Services then the Customer shall reimburse the Company for any consequent costs and expenses.

7.3. The Customer’s requirements for proofs or samples for approval shall be as agreed in the Contract or as later agreed in Writing before the start of the Company’s production of the same or the ordering of special materials. Changes required by the Customer after approval of proofs or samples shall be on condition that it meets the additional costs incurred by the Company as a result.

7.4. Unless otherwise specifically agreed in Writing, all printed Products will carry the Company’s imprint, which will be positioned at its discretion.

7.5. The Company shall not be required to produce any matter which in its opinion is or may be of an illegal obscene or libellous nature or an infringement of the privacy proprietary or intellectual property rights of any third party and the Customer shall indemnify the Company against all claims costs and liabilities incurred as a result of the Input Material being of this nature. Such indemnity shall extend to costs incurred by the Company in obtaining legal or other advice in defence of any claim against it. Without prejudice to clause 8.3 the Company may refuse to produce any matter which in its opinion may infringe copyright of a third party if permission to publish has not been obtained by the Customer, or which may otherwise be prejudicial or detrimental to the good of the Company’s business.

7.6. An order for the printing of a periodical publication may not be terminated by either party unless one weeks notice in writing is given, in the case of the periodicals produced monthly or more frequently, or four weeks notice in writing in the case of other periodicals.

7.7. Where the Customer requires colour reproduction to a specific standard or to match a sample supplied, it shall be supplied with a colour proof prior to placing the order and to the Contract coming into force. Execution of the order will not proceed until an agreement in Writing approving the colour proof has been received from the Customer and such approval shall form part of the Contract.

7.8. The Company shall not be liable in respect of printed material being unsuitable for copying by any method unless the Contract specifically places an obligation on the Company to ensure that such material is suitable for copying by any specified method.


8. Rights in Input Material and Output Material

8.1. The property and any copyright or other intellectual property rights in:-

8.1.1. Any Input Material shall belong to the Customer

8.1.2. Any Output Material shall, unless otherwise agreed in Writing between the Customer and the Company belong to the Company, subject only to the right of the Customer to use the Output Material for the purpose of the Contract.

8.2. Any Input Material or other information provided by the Customer which is so designated by the Customer shall be kept confidential by the Company, and all Output Material or other information provided by the Company which is so designated by the Company shall be kept confidential by the Customer; but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.

8.3. The Customer warrants that any Input Material and its use by the Company for the purpose of providing the Products or the Services will not infringe the copyright or other rights of any third party, and the Customer shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.

8.4. Property ( including Input Material) supplied to the Company by the Customer or on its behalf, shall be at the Customer’s risk while in transit to the Company or (subject to clause 8.5) in the Company’s possession unless agreed otherwise in writing.

8.5. Whilst the Company shall take all reasonable care of Input Material whilst in its possession, it cannot guarantee that, where the Contract requires such Input Material to be subject to any process, it might not be damaged by such process. Accordingly the Company shall have no liability in respect of Input Material lost or damaged through any process providing it has taken reasonable care to avoid or minimise such loss or damage and the Customer acknowledges that it should ensure it retains copies of any Input Material of a valuable or irreplaceable nature.


9. Risk and Property in Products

9.1. Risk of damage to or loss of the Products shall pass to the Customer;

9.1.1. In the case of Products to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the Products are available for collection; or

9.1.2. In the case of Products to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Products, the time when the company has tendered delivery of the Products.

9.2. Notwithstanding delivery and the passing of risk in the Products, or any other provisions of these Terms, the property in the Products shall not pass to the Customer until the Company has received in cash or cleared funds payment in full of the price of the Products and all other goods and services agreed to be sold or provided by the Company to the Customer for which payment is then due.

9.3. Until such time as the property and the Products passes to the Customer, the Customer shall hold the Products as the Company’s fiduciary agent and bailee, and shall keep the Products separate from the goods of the customer and third parties and properly stored, protected and insured and identified as the Company’s property, but the customer may re-sell or use the Products in the ordinary course of its business.

9.4. Until such time as the property in the Products passes to the Customer (and provided the Products are still in existence and have not been resold), the Company may at any time require the Customer to deliver up the Products to the Company and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Products are stored and repossess the same.


10 Warranties and Liability

10.1. In respect of the supply of the Services, the Company warrants to the Customer that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Contract and at the intervals and within the times referred to in the Contract. Where the Company supplies in connection with the provision of the Services any goods (including Output Material) supplied by a third party, the Company does not give any warranty, guarantee or other term as to their quality, fitness for the purpose or otherwise, but shall, where possible, assign to the Customer the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Company.

10.2. In respect of the supply of Products, the Company warrants, subject to the following provisions, that at the time of delivery the Products will correspond with their specification and will be free from defects in material and workmanship.

10.3. The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the client.

10.4. The above warranties are given by the Company subject to the following conditions:-

10.4.1. The Company shall be under no liability in respect of any defective Products or the Services arising from any Input Material.

10.4.2. The Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions failure to following the Company’s instructions (whether oral or in Writing) misuse or alteration or repair of any Products without the Company’s approval;

10.4.3. The Company shall be under no liability under the above warranties (or any other warranty condition or guarantee) if the total price for the Products or the Services has not been paid by the due date for payment.

10.5 The above warranties do not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the Manufacturer to the Company.

10.6 Subject as expressly provided in these Terms and except where the Products or Services are sold to a person dealing as a consumer (within in the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10.7 A claim by the Customer which is based on any defect in the quality or condition of the Products or the Services or their failure to correspond with specification agreed in the Contract shall (whether or not delivery is refused by the Customer) be notified to the Company within seven days from the date of delivery, or commencement of performance of the Services, or (where the defect or failure was not apparent upon reasonable inspection) within a reasonable time after discovery of the defect or failure. In such event the Customer shall allow the Company to inspect the relevant item/s. If delivery is not refused and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Products or performance of the Services and the Company shall have no liability for such defect or failure and the Customer shall be bound to pay the price as if the Products and/or Services had been delivered in accordance with the Contract.

10.8 Where a valid claim in respect of any of the Products which is based upon a defect in the quality or condition of the Products or their failure to meet specification is notified to the Company in accordance with these Terms, the Company may rectify or replace the Products (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Products (or a proportionate part of the price) in which case the Company shall have no further liability to the Customer.

10.9 Except in respect of death or personal injury caused by the Company’s negligence or breach of contract, or liability for defective Products under the Consumer Protection Act 1987, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty condition or other term, or any duty at Common Law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence or breach of contract of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Products or the provision of the Services or their use or re-sale by the Customer, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Products or the amount of the charges for the provision of the Services, except as expressly provided in these terms.

10.10 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations in relation to the Products or the Services if the delay or failure was due to any cause beyond the Company’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control.

10.10.1 act of God, explosion, flood, tempest, fire or accident;

10.10.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

10.10.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;

10.10.4 import or export regulations or embargo;

10.10.5 strikes, lockouts or other industrial actions or trade disputes (whether involving Employees of the Company or of a third party );

10.10.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

10.10.7 power failure or breakdown in machinery.


11. Insolvency of Customer

11.1 This clause applies if:-

11.1.1 the Customer makes a voluntary arrangement with its Creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an Administration Order or goes into Liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

11.1.2 an encumbrancer takes possession, or a Receiver is appointed of, any of the property or assets of the Customer; or

11.1.3 the Customer ceases, or threatens to cease to carry on its business; or

11.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.

11.2 If this clause applies then, without limiting any other right or remedy available to the Company, the Company may cancel the Contract or suspend any further deliveries or performance under the Contract without any liability to the Customer, and if the Products have been delivered or the Services rendered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.


12 General

12.1 Without prejudice to other remedies, the Company shall in respect of all monies owing from the Customer have a general lien on all goods and property of the Customer in its possession (including Input and Material and whether worked on or not) and shall be entitled on the expiration of fourteen days notice, dispose of such goods or property as it thinks fit and to apply any proceeds towards such debts

12.2 Any property supplied by the Customer or on its behalf, and not removed by the Customer or delivered with the completed order will remain at the Customer’s risk and storage costs, if any, may be added to the Customer’s account.

12.3 These Terms (together with the conditions if any set out in the Contract) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms expressed or implied by statute or otherwise are excluded to the fullest extent permitted by law.

12.4 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

12.5 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.6 If any provision of the Contract is held by a Court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the contract and the remainder of the provision in question shall not be affected.

12.7 For the purpose of the Contracts (Rights of Third Parties) Act 1999, the Contract is not intended to, and does not, give any person who is not a party to it except as maybe specifically stated in the Contract, any right to enforce any of its provisions.

12.8 The Contract shall be subject to the Law of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

Goods & Services | Web Design | Web Hosting

These terms and conditions apply to the agreement between IMEX Group Limited (referred to as “us”, “our” or “we” in these terms) and the customer (referred to as “you” or “your” in these terms).

We urge you to read through these terms and conditions before you enter a contract. This is because the conditions shall apply to any contract between us. We want you to feel confident in accepting our offer to supply a web design service. If you have any questions or queries relating to any of these terms, please feel free to contact us before you enter into the contract.

If you are a consumer, your statutory rights are not affected by these terms and conditions.


1 Application of these terms

1.1 These terms will govern the contract between us and will prevail over any terms put forward by you, unless we expressly agree to them in writing. No conduct by us, our employees, agents or sub-contractors shall be deemed to constitute acceptance of any terms put forward by you.

1.2 To protect your interests, please read the conditions carefully before agreeing to them. We want you to know that you will always get a fair deal from us, and to understand exactly what we are both agreeing to under our bargain. If you are uncertain as to your rights as set out below or you want any explanation about them, please write, telephone or send an e-mail to us.

1.3 Where we record your requirements in our specification and order form, both the specification and the order form will form part of the contract between the parties.

1.4 Once we accept your order, both parties will have entered into a legally binding contract.


2 Formation of contract

2.1 We accept orders at our discretion. If we accept an order from you, the contract will be formed on these conditions, as outlined in clause 1 above, in two phases, as follows:

2.1.1 We will endeavour to help you develop a specification for your website. The specification will set out the aims and objectives of the website, how it is to function and what content you wish to include. In addition, it will cover the look and feel you wish to achieve and how you wish data to be collected and processed. Other, more technical details will be included, such as performance levels, the capacity of the browser and advice relating to the use of graphics. We will offer advice relating to the compatibility of the website between different browsers, and will attempt to ensure the website performs with a general consistency across all browser platforms. When you have agreed the specification, we will go on to phase two.

2.1.2 We will agree a timetable with you before we enter the contract. The timetable will set out the various stages of the contract, including the delivery of the pilot website for your assessment of the general look and feel, the delivery of the website for testing and the date it is anticipated that the website will go live. Stage payments will be due in accordance with our quotation. It is important to realise that we can only work to the timetable where you provide us with the content on time.


3 The services we offer

We offer to:
3.1 Provide a website for you and to provide some or all of the services, as set out in the order form. Included in the service are the following options:

3.1.1 You may co-locate your own server at our premises. When we agree to this option, we will maintain the server, provide for the security of the server and ensure the connection to the internet is maintained.

3.1.2 We can host your website, which means you can place the software and content of the website on our server, which is connected directly to the internet. We will be responsible for managing the server and maintaining the connection whilst your website is connected to the internet on our server. If you wish us to host your website, we will ask you to enter a separate agreement when the website has been finished.

3.1.3 We will register your domain name if you so wish. If you request us to undertake domain registration for you, we will ask you to check that the details of the registration are correctly set out before we submit the registration request to the relevant domain name authority.

3.1.4 Where you wish to keep the content of your website up-to-date, we will provide training after discussing your requirements with you.

3.1.5 Should you wish us to, we can provide support for your website, including the maintenance of the site, changing content, fixing bugs or making changes that you may require from time to time.

3.1.6 Should you wish to take advantage of our marketing services, we can register your website with search engines, promote the website generally and provide you with statistics and analysis of usage.


4 Our responsibilities as the designer

We will:
4.1 Establish your requirements for the website. We will carry out this responsibility by entering into discussions with you and any other person you tell us is involved in the process of developing your website

4.2 Select and supply appropriate software to facilitate the running of the website and obtain all relevant software licences for such software, if you require us to undertake this task.

4.3 Test the website to ensure it is working to your reasonable satisfaction.

4.4 We will not link the website to any third party's website without the prior written consent of the owner of that website.


5 Your responsibilities

You undertake:
5.1 To provide any graphics which you wish to use on the website and all other content to us without unreasonable delay and within the time set out in the timetable.

5.2 To obtain prior written consent from any person, company or organisation whose own website you wish to have a hypertext link with.

5.3 (Where the website will use a domain name already registered by or on your behalf) to promptly transfer or procure the transfer of any domain name to be used in relation to the website into our control. For the avoidance of doubt, this clause does not entitle us to the domain name, but gives us the ability to work with the domain name in the development of and in any on-going maintenance and improvement to the website.

5.4 To permit us to include in each page of the website a readable footnote stating “Website designed by IMEX” together with a hyperlink to our website from such statement and to maintain such statement and hyperlink throughout the period of the licence of the website.

5.5 To observe and perform the terms of any licence in relation to third party software (including but not limited to CGi and Java scripts) and the terms and conditions of trading of any internet service provider and to indemnify us against all costs, claims and liabilities arising from any breach of this clause.

5.6 To observe and perform the terms and conditions of trading of any internet service provider and to indemnify us against all costs, claims and liabilities arising from any breach of this clause.

5.7 You agree not to use the service we host to send, receive, re-transmit, print, publish, reproduce, transfer or commercially exploit any defamatory, offensive, abusive, obscene, intimidating, threatening, harassing, illegal, pornographic, sexually offensive material or any material protected by confidentiality or trade secret in any form.


6 Delivery, installation and acceptance

6.1 When we have carried out the responsibilities set out in clause 4 above, we will agree suitable dates for running the acceptance tests. The acceptance tests include, but are not limited to, verification of response times, precision of links, overall conformity with the specification, handling the data correctly and maintaining a cross-browser balance. When the tests have been completed to your reasonable satisfaction, we will if specifically agreed between us and upon request deliver to you a copy of the website files, source code, object code, software listings and any other material that is directly related to the development of the website.

6.2 In the event that the website fails to pass the acceptance tests to your reasonable satisfaction, we will rectify, replace and re-test the website or software (where applicable) as soon as reasonably possible. We agree to test and remedy any defects as often as necessary to enable the website to be completed to your reasonable satisfaction.


7 Prices

7.1 All prices are subject to Value Added Tax at the rate currently in force at the time of this contract and all monies due under this contract are to be paid in pounds Sterling.

7.2 Where the services provided by us include the initial registration of one or more domain names, the fee includes the fee payable to the registration companies for a period of two years from the date of registration, after which it shall be your responsibility to make future payments.

7.3 Where your website uses a greater bandwidth than was originally estimated, we will advise you of the increased use of your website and set out any higher charges that will apply.

7.4 If you decide to terminate the contract before the 12 month minimum period, any payment you made in advance to us for hosting your website and any other services we agreed to undertake for you for this period, will not be returned to you. This is because we have given you a significant discount for such a service by asking you to pay in advance. Where you pay by regular instalments, including Direct Debit, we shall be entitled to continue to collect such instalments until the end of the minimum period.


8 Payment terms

8.1 You agree to pay us in accordance with our quotation, being by Direct Debit or within 30 days from the date of our invoice as specified and in accordance with the timetable set out in our order form.

8.2 If we do not received payment within the period set out in sub-clause 8.1, we reserve the right to charge interest on any sum that is not paid on or before the due date at eight per cent (8%) above the base rate from time to time of Barclays Bank plc from the due date until the payment is received. Such interest will accrue from day-to-day and will be due both up to but also after any court judgment relating to such monies.

8.3 You agree not to make any deduction or set off or counter claim against monies due to us under this contract.


9 Intellectual property

9.1 When the website is performing to your reasonable satisfaction, we will grant you a non-exclusive licence of the intellectual property rights, without limitation, of all the material in the website created or supplied by us for use on the website. This licence will last for the duration of the contract for the purposes of use on your website.

9.2 We assert our moral rights in respect of all copyright material produced by us under this contract and also the moral rights of any supplier to us of any such copyright material. You confirm that you will not alter, reuse or otherwise exploit or jeopardise the artistic integrity of the material without our prior written consent.

9.3 When we warrant that we are entitled to grant the licence set out in this clause 9, we agree to indemnify you against any liability to any third parties in respect of any breach of intellectual property rights in relation to the material which is subject to this licence.


10 User Data

10.1 Where we undertake to host your website, we undertake to maintain the confidentiality of the server logs and not to disclose or use them for any other purpose, other than required by law.

10.2 We warrant that we have put in place appropriate technical and organisational measures to prevent unauthorised or unlawful processing of personal data and against unauthorised or unlawful processing of personal data.


11 Additional work and services

11.1 You may, without invalidating this contract, ask us to perform additional work. If so, you agree to confirm such a request in writing. To protect both parties to this contract, the price of any further work will be agreed in writing between the parties before we perform any such additional work.

11.2 We also undertake to provide or arrange for the further provision of support and maintenance of the website as may be agreed in writing between us from time to time at our prevailing rates.


12 Amendments to these terms

We reserve the right to modify, suspend or discontinue any or all of our services at our sole discretion and without notice. We also reserve the right to give advanced notice of any changes to these terms and conditions at any time, whether by notice on our website or by contacting you directly.


13 Escrow

Should you consider it to be necessary, we will at your cost enter an escrow agreement with a recognised and reputable escrow agent for your benefit.


14 Warranties by us

We warrant that:
14.1 We will use all reasonable care and skill in the conduct of all the services we provide under this contract and the website will not contain any material defects.

14.2 We will use all reasonable endeavours to ensure that any graphics will have a consistent cross-platform appearance and that the website and any programmes associated with the website will be able to deal with the maximum load that you anticipate the website will require but we cannot guarantee this.

14.3 The website will be supplied having been passed through an up-to-date virus-checker and will, therefore, to the best of our knowledge, be free from all viruses, worms and other contaminants. Any additions made to the website during the period of operation of this contract will be passed through such a virus checker before being loaded on to the internet or supplied to you.


15 Warranties by you

You warrant that:
15.1 All graphics, software and content supplied by you to us for use on the website is either your own unencumbered property or that you have all appropriate written consents from the owner of such material to use the material (except to the extent that you have expressly notified us of any restriction relating to such material which may affect the development of the website).

15.2 That all graphics and content supplied by, on behalf of or with your authority to us does not breach any third party intellectual property rights or contain any illegal or defamatory material or anything which will entitle any third party to bring any claim against us.

15.3 You shall be responsible for ensuring all registration and formalities are complied with in relation to the website, including without limitation, registration of trade marks and under data protection law.


16 Indemnities

16.1 We agree to indemnify you against all costs, claims and liabilities arising from breach of any warranty in this contract by us.

16.2 You agree to indemnify us against all costs, claims and liabilities arising from breach of any warranty in this contract by you.

16.3 In the event of a claim being made against one party in circumstances where that party may then seek to rely on the indemnities contained in this contract against the other party, the party receiving notice of such a claim from a third party must immediately give notice to the other party to this contract that such a claim is being threatened or made and give as much detail as is then available of the nature of such claim.


17 Confidential Information

We agree to keep confidential all confidential information in relation to you, your website (prior to completion of the initial development of the website) and any information in particular relating to your business, clients, prices and services EXCEPT when such information is already in the public domain or if we are required to reveal such information by law.


18 Domain names

18.1 You are advised that the renewal fees relating to the domain name is your sole responsibility, whether the domain name is in our control or your control. We do not guarantee that we will receive or forward notices of any fees due in respect of such domain names because the system for receiving or forwarding notices is not reliable and either party to this contract may have moved premises. You are therefore advised to ensure you are aware of the renewal date and that you contact the relevant body to make sure you pay the fee on time.

18.2 If we are required to register a domain name on your behalf, we cannot warrant that the relevant domain name will be available, even if it is available at the date of commencement of this contract. Further, we will not be obliged to proceed with any registration until any deposit or part-payment has been received from you. On receipt of a deposit or part-payment, as agreed between us, we agree to register the domain name as soon as reasonably possible.


19 E-commerce sites

Where you accept our offer to design and host the website that permits you to conduct e-commerce online, these additional terms will apply to the contract between us. You agree to:

19.1 Explicitly explain to each person entering the website that you are the seller of all goods or services or both goods and services advertised on the website.

19.2 Pay any taxes, VAT or any other levies or fees to be paid in connection with or related to the goods or services or both goods and services you offer on the e-commerce site.

19.3 Set out details of your goods or services or both goods and services in a lawful manner, including but not limited to, all regulations and laws relating to advertising, product liability, description and distance selling.

19.4 Indemnify us and warrant that you will keep us indemnified from and against all liabilities, claims, actions, proceedings, damages and loss suffered or incurred by any customer you have supplied goods or services to where the customer uses the website to obtain goods or services from you.


20 Legal advice

20.1 You agree that it is your responsibility to take specialist legal advice in relation to the website, including advice relating to the laws of the jurisdictions of the world from which visitors may obtain access to the website.

20.2 Whether you take legal advice or not, you EXPRESSLY AGREE to indemnify us and warrant that you will keep us indemnified from and against all liabilities, claims, actions, proceedings, damages and loss suffered or incurred as the result of your use of the website.


21 Unforeseen circumstances

There may be times where events beyond our control prevent us from finishing the work on the agreed date. If this occurs, we reserve the right to complete the work and deliver your website to you when we are able. We undertake to inform you of any problems that may occur.


22 Exclusions

22.1 Due to the nature of the internet, we cannot warrant that your corporate colours and logos will appear the same across the internet. Nor can we warrant that all scripts and software will operate equally effectively or even at all on all systems. However, we will use reasonable endeavours to design the website with as consistent a cross-platform appearance as is appropriate (at our discretion) to the website and its target market.

22.2 Although we will endeavour to perform all of our responsibilities reasonably promptly, time will not be of the essence in relation to any such responsibility.

22.3 You are advised to ensure that the specification for the website expressly confirms in writing any representation upon which you wish to rely, otherwise we will not accept responsibility for any misrepresentation (except for fraudulent misrepresentation).

22.4 We do not warrant that the website will be available to users of the internet at all times, especially when the internet is very busy, for service interruptions or down time of the server.


23 Limitation of liability

23.1 If we breach the terms of this agreement, or you seek compensation and damages for any claim or claims arising out of the contract between us for whatever reason, your remedy will be limited to damages. Our liability will not exceed the total value of the contract between us or, where you have agreed to make payments in instalments, the amount you paid to us at the time you made a claim.

23.2 With the exception of clause 23.1, we shall not be liable to you, except in respect of injury or death of any person (for which no limit applies) regardless of the form of action, whether in contract, tort (including negligence and breach of statutory duty), strict liability, or otherwise whatsoever,

23.2.1 for any delay in supplying or failing to supply any services, or

23.2.2 for losses caused by illegal acts of third parties in obtaining access to your website

23.2.3 for any loss of profit, business, contracts or revenues, or

23.2.4 for failure to achieve anticipated savings in costs or expenses, or

23.2.5 for any special, indirect or consequential damage of any nature whatsoever
arising directly or indirectly out of the services we offer, or of any error or defect caused by us, UNLESS you inform us in writing before you enter a contract with us, of any particular circumstances covered in sub clauses 23.2.1, 23.2.2, 23.2.3, 23.2.4 and 23.2.5 above. We may then accept an extended liability to a level agreed in writing in advance with you, upon payment of the cost of a single insurance premium (if such an insurance policy is available).

23.3 The parties agree that the exclusion and limitation of liability in the foregoing clauses 23.1 and 23.2 is reasonable, reflects the respective financial positions of the parties and that the price agreed reflects the position on liability.

23.4 Each of the foregoing clauses 23.1, 23.2 and 23.3 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of these clauses is held inapplicable or unreasonable in any circumstances) and shall remain in force notwithstanding termination of any contract between us.


24 Severance

The parties agree that should one or more provisions of this contract be declared invalid or unenforceable by a Court or other authority with jurisdiction at a later date, the invalidity or unenforceability of any provisions will not affect the validity or enforceability of any other provisions except those which compromise an integral part of it or are otherwise clearly inseparable.


25 Entire contract

This contract sets out the entire terms agreed between the parties relating to the goods and service we provide and superseded all previous representations, warranties and terms (whether in writing or not) previously made between the parties.


26 Rights of Third Parties

This contract is not intended to benefit or be enforceable by any third parties under the terms of the Contracts (Rights of Third Parties) Act 1999.


27 Applicable law

The contract between us is to be governed by and construed according to the law of England and Wales and the parties agree to submit any disputes to the exclusive jurisdiction of the its courts.

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