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1. The following definitions apply
1.1 The following meanings apply in these Terms and Conditions:
'ISP' means Internet Service Provider.
'downtime' means the time when any service is unavailable.
'us', 'we', 'our ' mean Ontime Websites.
'the price' is the sums paid by you to us for the services provided.
'you' and yours' mean the customer that we are making this contract
with.
'start date' means the date set out on the quotation .
'website', 'site', means the work, including images, text, and other
media, that we build for you.
'intellectual property rights' means rights in domain names, copyrights
and patents, trade marks, rights in designs.
'the service' means the design, development, supply of a website,
hosting facilities and marketing of the website as specified on
the order confirmation.
2 Provision of Service
2.1 It is our policy not to build any website or e-commerce package
for any site that is profane, blasphemous, racist, pornographic,
offensive nor shall we build any adult site. We also reserve the
right to decline our services without giving a reason. Ontime Websites
will not be liable for any failure to provide the Services resulting
from any breach by the customer or its employees, agents or subcontractors
of the Agreement.
2.2 Ontime Websites will not be obliged to provide any services
not referred to on the order confirmation(s).
2.3 The Services are described or referred to on the order confirmation(s).
2.4 Ontime Websites will use reasonable effort to provide the Services
in accordance with any timescale set out on the order confirmation(s),
but will not be liable to the customer where it fails to meet any
timescale.
2.5 The terms of the Agreement form the entire agreement between
Ontime Websites and the customer in relation to the Services and
all other understandings, agreements, warranties, conditions, terms
or representations, whether implied or expressed, statutory or otherwise,
are excluded to the fullest extent permitted by the law.
2.6 Ontime Websites may at any time and from time to time improve,
correct or otherwise modify all or any of the Services.
2.7 Ontime Websites may at its discretion suspend any part of the
Services (permanently or temporarily) and will have no liability
to provide the Services if any of the following events happen:
2.7.1 notified or unscheduled upgrade or maintenance of Ontime Websites's
IT systems;
2.7.2 issue by any competent authority of an order which is binding
on Ontime Websites which affects the Services;
2.7.3 if the customer fails to pay any money owed to Ontime Websites
when they are due;
2.7.4 if something occurs and Ontime Websites deem it to be appropriate
to terminate the Agreement;
2.7.5 if the bandwidth or computer memory used by the customer in
relation to the Services exceeds any agreed or stipulated level
and Ontime Websites decides that suspension is necessary to protect
all or any internet solutions provided by Ontime Websites.
2.7.6 if the size of an email, mailing list or cron job used by
the customer exceeds any agreed or stipulated size, level or frequency
and Ontime Websites determines in its discretion that suspension
is necessary to protect all and any internet solutions provided
by Ontime Websites;
Where Ontime Websites suspends provision of the Services in accordance
with clause 2.7.3, it will only be obliged to recommence provision
during Business Hours and once the customer has paid all relevant
outstanding sums in clear funds together with any relevant reinstatement
fee (as published from time to time by Ontime Websites) and has
accepted any revised payment terms requested by Ontime Websites
(such as payment in advance). If the customer does not pay all outstanding
fees within 15 days Ontime Websites reserve the right to cancel
all agreements with the customer and cancel all further services
permanently.
2.8 The customer will supply on time all information, instructions,
review and feedback reasonably required by Ontime Websites in connection
with the performance of its obligations under the Agreement.
2.9 The customer will provide to Ontime Websites those customer
materials identified on the order confirmation(s) within a reasonable
time.
2.10 The customer will ensure that the customer materials will be
accurate in all material respects and will not deliberately include
material which is illegal. By supplying text, materials, logos and
pictures for inclusion on your website you declare that you hold
all the proper intellectual property licences. We accept no liability
for any errors or omissions in respect of such permissions. You
will indemnify us in respect of these matters and agree that liability
in respect of any errors and omissions is your sole responsibility.
If we use any text, materials logos and pictures believing it to
be free of copyright and royalty, and which subsequently is found
to have limitations as to copyright or royalty usage, we reserve
the right to remove and/or replace it from the site. Ontime Websites
may decline to use any customer materials on any grounds.
2.11. Provision of Goods and Services is carried out in a courteous
and professional manner at all times.
2.12 In agreeing to the provision of any services by us, you are
deemed to have read and understood these Terms and Conditions and
agree to be bound by the whole of the agreement.
2.13 Supplied quotations are valid only at that point in time. We
reserve the right to change our prices either up or down depending
on the prevailing market conditions.
2.14 We reserve the right of accepting or rejecting an order, however
we will communicate our decision quickly.
2.15 Prices may rise or fall from time to time. We reserve the
right to review our prices.
3 Service Delivery of web hosting facilities
3.1 You represent, undertake and warrant to us that you will use
the website allocated to you only for lawful purposes. You will
not upload, post, link to or transmit any material, which is illegall,
abusive, malicious, defamatory, obscene, pornographic, blasphemous,
profane or otherwise objectionable.
3.2 We reserve the right to remove anything which we deem out of
order from your website.
3.3 If we find that the web hosting service has fallen below our
required standards we may take action to move your site or sites
to a new hosting facility. Any change of host will be carried out
with the minimum of disruption possible.
3.4 If we consider this to be necessary, we will inform you of
any alteration of charges, before taking action.
3.5 In the event that you do not accept such alteration of charges,
then you may move your site to a third party host of your choice.
If this happens, we will make the files available to you but will
not carry out the change unless paid to do so.
3.6 In the event that you experience any issues collecting e-mail,
we will try to resolve the issue.
3.7 We have no control over the operation of the third party. We
give no warranty as to the accuracy or quality of information received
by any person via the server and we shall have no liability for
any loss or damage to any information stored on the server.
4 Disclaimer
4.1 The customer acknowledges that, given the nature of such services,
Ontime Websites cannot guarantee that the services, when delivered
through the internet, will be uninterrupted or error free.
4.2 To the fullest extent permitted by law and except as provided
elsewhere in the Agreement, the Services and any customer Systems
are provided by Ontime Websites to the customer on an "as is"
and "as available" basis and no warranty or representation
(express or implied) of any kind are given in connection with the
Agreement including as to satisfactory quality and fitness for a
particular purpose. In particular, Ontime Websites gives no warranty
or representation that:
4.2.1 the Services will meet the customer's requirements;
4.2.2 the Services will be provided on an uninterrupted, timely,
secure or error-free basis; or
4.2.3 any results obtained from use of the Services will be accurate,
complete or current.
4.3 Ontime Websites warrants that it will provide the Services with
reasonable care and skill. Ontime Websites will not be liable for
a breach of such warranty unless the customer notifies Ontime Websites
in writing of such failure within 15 days of the customer becoming
aware of the failure.
4.4 If the customer makes a valid claim against Ontime Websites
based on a failure by Ontime Websites to comply with the warranty
set out in clause 4.3 Ontime Websites may, at its option, take such
steps as it considers necessary to fix the failure or refund such
part of the Fees as relates to such Services. The liability of Ontime
Websites under the warranty will never exceed one and a quarter
times the amount of the Fees paid to Ontime Websites by the customer
in the 12 month period prior to the date on which the customer makes
the claim. If Ontime Websites complies with this clause, it will
have no further liability for a breach of the said warranty.
5 The Customer's Obligations
5.1 The customer agrees that they will:
5.1.1 immediately notify Ontime Websites on becoming aware of any
unauthorised use of any of the Services and/or relevant part of
the customer System;
5.1.2 not use the services or customer System or allow them to be
used for any unlawful purpose or for the publication, linking to,
issue or display of any unlawful material. The customer must not
display any pirated software or any material which is obscene, pornographic,
threatening, malicious, harmful, abusive, defamatory, blasphemous,
adult or which breaches the rights including intellectual property
rights of any third party. The customer also must not encourage
criminal acts under the laws or regulations of the customer's country
or any other place where the results of such purpose or the material
in question can be accessed. The customer must not spread any virus,
worm, trojan horse or other harmful code.
5.1.3 not use the Services or customer System or allow them to be
used for the publication, linking to, issue or display of any material
which in the absolute discretion of Ontime Websites may harm Ontime
Websites.
5.1.4 be entirely liable for all activities conducted and charges
incurred under its passwords and user names whether authorised by
it or not and the customer acknowledges that Ontime Websites shall
not be liable for any loss of confidentiality or for any damages
arising from the customer's inability to comply with these conditions
5.1.5 remove or prevent access to any material hosted on any of
the equipment and/or customer System which causes or is likely to
cause the customer to be in breach of the Agreement;
5.1.6 complies if applicable with the information Protection Act
1998;
5.1.7 keep passwords and user names provided by Ontime Websites
safe and secret and used properly. If the customer has any reason
to believe that any password or user name has become known to an
unauthorised source then the customer will inform Ontime Websites
at once;
5.1.8 ensure that all material or information hosted by Ontime Websites
on any website operated by the customer from time to time or communicated
through such site or using the customer System is checked for viruses
and has appropriate security patches applied;
5.1.9 be responsible for keeping sufficient back ups of all material
and information hosted by Ontime Websites or delivered by Ontime
Websites;
5.1.10 monitor its bandwidth in relation to the use of Services
and report to Ontime Websites any use of bandwidth over and above
those agreed or stipulated levels set out in the order confirmation;
5.1.11 ensure that all communication details which it provides
to Ontime Websites are at all times true, current, accurate and
complete. The customer will promptly notify Ontime Websites of any
change to such details and acknowledges that Ontime Websites will
not be liable for any loss suffered or incurred by the customer
as a result of its failure to notify such changes to Ontime Websites;
and
5.2 The customer accepts that they have sufficient knowledge of
how the internet works and of the products provided to it in connection
with the Agreement and what types of use and content are and are
not acceptable. Clause 5.1.2 details some unacceptable uses. The
customer accepts that Ontime Websites shall have no obligation to:
5.2.1 train the customer on its use of the Services or any other
System;
5.2.2 manipulate any material which the customer wishes to and/or
does post on any website or other system it operates or any communication
which it issues or sends in connection with any services; or
5.2.3 vet or validate any material for usability, legality, content
or correctness.
The customer also acknowledges that the services and products provided
by Ontime Websites are standard packages which are not tailored
to specific requirements of the customer, unless confirmed in writing
by Ontime Websites to the contrary.
5.4 The customer will get all necessary rights from third parties
(including intellectual property licences of computer software and
website content including music) which are from time to time required
in order for Ontime Websites to be able legally to provide the services.
5.5 If, in Ontime Websites's opinion, the customer is in breach
of the provisions of clauses 5.1.2 to 5.1.3 then Ontime Websites
may without prejudice to its other rights and remedies immediately
by written notice to the customer:
5.5.1 suspend provision of the Services;
5.5.2 terminate the Agreement; or
5.5.3 amend or remove any customer materials and/or content appearing
on any website or other system hosted by Ontime Websites on behalf
of the customer.
Ontime Websites may also notify appropriate public authorities (including
the police or other enforcement authority) of any such breach, where
it considers necessary.
6 The Payment Terms
6.1 The Fees are payable to Ontime Websites subject to the following
conditions:
6.1.1 Fees payable monthly or yearly will be paid in advance and
will not be refundable in whole or part if the Agreement or relevant
part is terminated during the period to which the payment relates;
6.1.2 any set up fee will be payable immediately;
6.1.3 additional Fees will become payable if the customer exceeds
agreed bandwidth use levels.
6.2 The customer agrees to pay Ontime Websites's charges on or before
the due date. Where payment is not made within 15 days of the due
date, Ontime Websites shall be entitled to cancel all servces permanently
and remove any websites or e-commerce solutions it is hosting. Interest
will also become payable on the outstanding sum at a rate of 2.5%
above the Bank of England's lending rate.
6.3 All sums payable to Ontime Websites under the Agreement must
be paid in full with no set off or deduction.
6.4 Where the customer authorises payment of any of the Fees by
credit card then Ontime Websites may deduct other amounts becoming
payable to it under the Agreement under that credit card without
obtaining additional authorisation from the customer.
6.5 Without losing any other of its rights, Ontime Websites will
be entitled to remove the customer's information from its systems
and any Equipment and/or put the Equipment to any use other than
the customer's if any amount due under the Agreement is not paid
within 15 days of its due date for payment. Ontime Websites is not
required to back up such information or return the same to the customer
prior to any such removal or following termination of the Agreement.
7. Confidentiality
7.1 In doing your work, we will only use the personal information
we know about you for carrying that work out and unless required
to do so by law we will not make it available to anyone else.
7.2 If your website collects personal information from visitors,
you must deal with that information ethically and you are responsible
for registering the proper details with the information Protection
Register.
8. Development Personnel
8.1 Anyone carrying out any work on your website will be qualified
to at least Honours Degree standard in a computing discipline.
9. Development of websites
9.1 On receipt of your order and suitable material for the development
of your website, a draft website will usually be provided within
five days. Once a final draft has been agreed we shall try to complete
the site within a further five days.
9.2 These time periods are subject to available time, taking account
of other scheduled work. Time estimates should be discussed at the
time of order. We accept no liability should the agreed period be
exceeded for any reason.
9.3 When placing an order for a website you will provide us with
the choice of website design style from our collection that you
require. If no layout is provided by you, we will produce a draft
website to our specification.
9.4 Once you are in receipt of the first draft, you will provide
details of any changes of layout and design to be taken into consideration
for incorporation in the final design within 5 days from the delivery
of the draft website. These agreed alterations will then be applied
to the design so far as practicable.
9.6 We will not include in your website any text, images or other
information that we feel to be immoral, racist, blasphemous, offensive,
obscene or illegal. All advertising material must conform to standards
laid down by the relevant advertising standards authorities. We
reserve the right to refuse to include submitted material without
giving a reason.
9.7 E-commerce
9.7.1 The E-commerce facilities provided by us rely on third parties
for online financial transactions. We don't have control over their
operations. Therefore, we won't be liable for any loss of income/orders
or perceived loss of revenue as a consequence of one of these third
parties operating procedure, downtime, or ceasing to function.
9.7.2 If at any time a third parties ceases to operate facilities
that we use then we will try to offer an alternative.
9.7.3 It is your responsibility to back up products and categories
as well as category descriptions within your website shopping facility.
9.7.4 We do not accept liability for downtime, loss of revenue or
loss of information, resulting from the deletion of products, product
options, categories or the failure of the system.
10. Registering Domain names
10.1 We do not accept liability for any loss caused by a domain
name not being renewed on time.
10.2 Ontime Websites will be the administration contact for the
domain name if we take over the hosting and registration or where
you want us to register the domain name.
10.3 If another business or person registers the domain name that
you wanted before we register it, we will not be liable for costs.
10.4 You will be noted as the owner when we register a domain name
for you.
11. The Terms for Search Engine Optimisation
11.1 We use our knowledge and skills to try and get you as high
a ranking as we can within the search engines, taking into account
the amount of additional money you are prepared to spend to help
us to do this.
11.2 We don't accept liability for any results caused by the the
de-listing, blocking, or similar by any directory or search engine
due to duplication (or similar) of the website.
11.3 By accepting the optimisation agreement you give us permission
to access your website and alter pages as necessary in order to
'optimise' the site for the purpose of the search engines.
11.4 We cannot guarantee that your site will be indexed by a particular
search engine or directory. We do not guarantee which position your
site is ranked by search engines.
11.5 We cannot state how long the time period will be between marketing
work and an increase in site visitors and make no guarantees about
an increase in site visitors.
11.6 We cannot guarantee what visitor numbers you will get to your
site, nor can we guarantee what orders they will place.
11.7 Under these terms and conditions time will not be the essence
of this contract and we accept no responsibility or liability for
time critical projects.
12. Communications
12.1 Communications shall be accepted as having occurred when e-mails
have been sent for this purpose to the correct e-mail address.
13. Termination
13.1 If you fail to pay any sums due by 15 days after the due date
we shall be entitled to suspend the Services and/or terminate this
agreement forthwith without notice to you.
13.1.1 Charges are payable up until the end of the notice period.
13.2 Hosting facility and domain name
13.2.1 We can terminate the hosting facility contract by giving
you one month's notice before the site hosting is due for renewal.
13.2.2 You may terminate the hosting facility contract by giving
us one month's notice before the site hosting is due for renewal.
13.2.3 Only the person who is the authorised owner of the domain
name may cancel the renewal process or request transfer. We require
a minimum of 3 months notice before the renewal date is due to expire.
13.3 Termination of the marketing Contract
13.3.1 A marketing contract can be terminated by either side giving
one months notice.
14. Force Majeure
14.1 For any breach of this contract caused by an act of God, or
any other cause that is outside our control we accept no liability.
15. Overall Agreement
15.1 You waive any rights you may have to sue for damages and/or
rescind this agreement.
15.2 This agreement does not make you a partner with Ontime Websites.
15.3 Unless it is agreed in writing, no addition to or change to
these Terms and Conditions will bind the parties.
15.4 If any part of this Agreement shall be declared or become
illegal, unenforceable or invalid for any reason, the other terms
and provisions of this agreement shall remain valid.
15.5 Both parties confirm their intent not to confer any rights
on any third parties.
16. Liability
16.1.1 We have no control whatsoever over third parties so we cannot
accept liability for any problems or losses arising from their actions
or caused by them in any way.
16.2 You will pay us for any expenses incurred by us because of
breach of this contract and any actions, proceedings, claims or
demands in any way connected with this contract brought on or threatened
against us by a third party, which arise from any action we carried
out following your instructions.
16.3 Our maximum liability to you with regard to any breach of
warranty, any representation, any breach of our contractual obligations,
statement or omission including negligence arising in connection
with this agreement shall, be limited to the charges paid by you
for the Services which are the subject of any such claim. The only
exception to this is in regard to personal injury.
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