Tudor Web Design - Terms & Conditions
[Last updated 10 January 2010]
Tudor Web Design terms and conditions of sale
You indicate acceptance of these terms and conditions of service by placing an order with TUDOR WEB DESIGN. These terms and conditions will not be varied for individual customers.
1 DEFINITIONS
1.1 In this Agreement the following words and expressions shall have the following meanings:
1.1.1 "intellectual property rights" means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether registrable or not in any country;
1.1.2 "TUDOR WEB DESIGN" means TudorWebDesign.co.uk
1.1.3 "the Services" means web design, web developement, email and any other services or facilities provided by TUDOR WEB DESIGN.
1.1.4 "virus" means a computer programme that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data, causes damage to the user's files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as "worms" or "trojan horses";
1.1.5 "intellectual property rights" means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether registrable or not in any country;
1.1.6 "visitor" means a third party who has accessed the Website;
1.2 Product specifications and details may be found at http://www.TudorHosting.co.uk.
1.3 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.
1.4 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
2 INTRODUCTION
2.1 The Customer wishes to provide TUDOR WEB DESIGN with data and/or images that will be included in a TUDOR WEB DESIGN designed website that will be placed on servers and made accessible via the Internet.
2.2 TUDOR WEB DESIGN provides a range of web design, programming and related services and has agreed to provide any of the services offered throughout this website upon the following terms and conditions.
3 DUTIES
3.1 TUDOR WEB DESIGN shall provide to the Customer the Services specified in their order subject to the following terms and conditions.
3.2 The Customer shall deliver to TUDOR WEB DESIGN the text and the images used in the website which is owned by the Customer, or licensed to him by a third party or TUDOR WEB DESIGN, in a format specified by TUDOR WEB DESIGN.
3.3 All websites are designed to be compatible with Internet Explorer 5 and above, Firefox and Chrome, websites are also compatible with Netscape and Opera, however some features may not always be supported by these browsers. All websites are optimised for viewing at a 1024 x 800 resolution but shall be usable at resolutions from 800 x 600 and upwards.
4 CHARGES ,PAYMENT AND MONEY-BACK GUARANTEE
4.1 Any quotation given for bespoke website design or SEO will be valid for a period of 60 days from the date of submission. A non-refundable 50% deposit will become due on acceptance of our quotation and shall be paid before any work commences. The remaining 50% will become due on completion of your website. Any amounts owed shall be paid as soon as they become due. You agree to submit all content to be used on your website in electronic format before the agreed start date. Any delay with content submission will incur an additional charge of 5% of the total contract amount per month, which will be calculated and invoiced monthly. If we have not received the content in electronic format within 1 month of the agreed start date, we will be entitled to terminate the contract.
4.2 Payment methods include credit cards (including MasterCard and Visa), debit cards (including Switch/Maestro) via PayPal, NOCHEX and Google Checkout
4.3 TUDOR WEB DESIGN do not accept cheques, bank transfers, postal orders, cash or any other form of payment other than those outlined in 4.1
4.4 The Charges are inclusive of VAT, which if payable shall be paid by the Customer.
4.5 TUDOR WEB DESIGN shall be entitled to charge interest in respect of late payment of any sum due under this Agreement, which shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England from time to time in force.4.6 TUDOR WEB DESIGN do not provide credit facilities.
4.7 From time to time TUDOR WEB DESIGN may make enquiries on the Customers company, proprietor or directors of the Customers company with credit reference agencies. These agencies may record that a search has been made and share this information with other businesses.
4.8 TUDOR WEB DESIGN provide "Money-Back Guarantees" on certain products. Should your product qualify for this guarantee please raise a support ticket at https://www.tudorhosting.co.uk/customer/login within 30 days of placing your order for a full refund. Customers are limited to using the money-back guarantee once.
4.9 Pro-rata refunds will not be issued for yearly services that are cancelled before then end of the year.
4.10 Should your chosen payment method fail TUDOR WEB DESIGN will attempt to settle your invoice using any other payment facilities available on your account.
4.11 All services will renew until cancelled by the customer. TUDOR WEB DESIGN emails the customers primary email address prior to renewal of services, it is the customers responsibility to cancel services prior to renewal as no refund can be made once renewal has occurred. Customers must notify us at least 72 hours before a service is renewed if they wish to cancel that service. The cancellation process must be fully completed by you before your account is cancelled.
5 SOFTWARE LICENCE AND INTELLECTUAL PROPERTY RIGHTS
5.1 If the Customer requires use of software owned by or licensed to TUDOR WEB DESIGN ("TUDOR WEB DESIGN's software") in order to use the Services, TUDOR WEB DESIGN grants to the Customer and its employees, agents and third party consultants and contractors, a royalty-free, world-wide, non-transferable, non-exclusive licence to use TUDOR WEB DESIGN Software in object code form only, in accordance with the terms of this Agreement. For the avoidance of doubt, this Agreement does not transfer or grant to the Customer any right, title, interest or intellectual property rights in TUDOR WEB DESIGN Software.
5.2 In relation to TUDOR WEB DESIGN's obligations under this Agreement in connection with the provision of the Services, the Customer grants to TUDOR WEB DESIGN a royalty-free, world-wide, non-exclusive licence to use the Customer Software and all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the website ("the Content"). For the avoidance of doubt, this Agreement does not transfer or grant to TUDOR WEB DESIGN any right, title, interest or intellectual property rights in the Customer Software or the Content.
5.3 The Customer undertakes that he will not himself or through any third party, sell, lease, license or sublicense TUDOR WEB DESIGN Software.
5.4 TUDOR WEB DESIGN may make such copies of the Customer Content as may be necessary to perform its obligations under this Agreement, including back up copies of the Content. Upon termination or expiration of this Agreement, TUDOR WEB DESIGN shall destroy all such copies of the Content and other materials provided by the Customer as and when requested by the Customer.
5.5 The customer agrees that they own the intellectual property rights of any content provided to TUDOR WEB DESIGN, or that the owner has given you permission to use the content and will allow TUDOR WEB DESIGN to use it on your behalf. Once paid for in full, websites become the property of the client. However, you agree that only one copy of a website can be made available on the World Wide Web and that any stock photography provided by TUDOR WEB DESIGN remains our property and shall not be used intentionally in any other design or reused outside of the website provided by TUDOR WEB DESIGN. If provided, any database query strings along with any ASP.NET and PHP files will also remain the property of TUDOR WEB DESIGN and/or its sub contractors. You agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purposes, any portion of the services or products provided by us. Website files can be provided via e-mail, or on CD-R for an additional fee.
5.6 All content within this site is copyright owned by TUDOR WEB DESIGN and may not be used or published unless written permission has been given by TUDOR WEB DESIGN.
6 ACCEPTABLE USE POLICY
6.1 The website and use of the Services may be used for lawful purposes only and the Customer may not submit, publish or display any content that breaches any law, statute or regulation. In particular the Customer agrees not to:
6.1.1 use the Services or the website in any way to send unsolicited commercial email or "spam", or any similar abuse of the Services;
6.1.2 send email or any type of electronic message with the intention or result of affecting the performance of any computer facilities;
6.1.3 publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any material or information which infringes any intellectual property rights (for the avoidance of doubt this includes licensed software distributed as Warez), via the Services or on the Website;
6.1.4 threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
6.1.5 engage in illegal or unlawful activities through the Services or via the Website;
6.1.6 make available or upload files to the website or to the Services that the Customer knows contain a virus, worm, trojan or corrupt data; or
6.1.7 obtain or attempt to obtain access, through whatever means, to areas of TUDOR WEB DESIGN's network or the Services which are identified as restricted or confidential. This includes leaving your home directory whilst using SSH access to servers.
6.1.8 operate or attempt to operate IRC bots or other permanent server processes.
6.2 The Customer has full responsibility for the content of the Website. For the avoidance of doubt, TUDOR WEB DESIGN is not obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services.
6.3 If the Customer fails to comply with the Acceptable Use Policy outlined in Clause 6.1 TUDOR WEB DESIGN shall be entitled to withdraw the Services and terminate the Customer's account without notice.
7 WARRANTIES
7.1 The Customer warrants and represents to TUDOR WEB DESIGN that TUDOR WEB DESIGN's use of the Content or the Customer Software in accordance with this Agreement will not infringe the intellectual property rights of any third party and that the Customer has the authority to license the Content and the Customer Software to TUDOR WEB DESIGN as set out in Clause 6.2.
7.2 All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded. In particular and without prejudice to that generality, TUDOR WEB DESIGN shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer.
7.3 TUDOR WEB DESIGN makes no guarantees of ongoing performance of customers websites and cannot be held responsible for any drop in traffic or search engine ranking.
8 INDEMNITY
The Customer agrees to indemnify and hold TUDOR WEB DESIGN and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against TUDOR WEB DESIGN arising out of any breach by the Customer of the terms of this Agreement or other liabilities arising out of or relating to the Website.
9 LIMITATION OF LIABILITY
9.1 Nothing in these terms and conditions shall exclude or limit TUDOR WEB DESIGN's liability for death or personal injury resulting from TUDOR WEB DESIGN's negligence or that of its employees, agents or sub-contractors.
9.2 The entire liability of TUDOR WEB DESIGN to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.
9.3 In no event shall TUDOR WEB DESIGN be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or TUDOR WEB DESIGN had been made aware of the possibility of the Customer incurring such a loss.
10 TERM AND TERMINATION
10.1 This Agreement will become effective on the date the service is ordered and shall continue until terminated by either party in writing of its intention to terminate the Agreement.
10.2 TUDOR WEB DESIGN shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.
10.3 Either party may terminate this Agreement forthwith by notice in writing to the other if:
10.3.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
10.3.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or
10.3.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
10.3.4 the other party ceases to carry on its business or substantially the whole of its business; or
10.3.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
10.4 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.
10.5 On termination all data held in the customers account will be deleted.
11 ASSIGNMENT
11.1 TUDOR WEB DESIGN may assign or otherwise transfer this Agreement at any time.
11.2 The Customer may not assign or otherwise transfer this Agreement or any part of it without TUDOR WEB DESIGN's prior written consent.
12 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
13 SEVERANCE
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
14 NOTICES
Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.
15 ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This Agreement may be updated without notice.
16 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
