DEFINITION OF TERMS

99 Pound Web Design

The Client

- The entity which enters into a contract with 99 Pound Web Design

Browser  Internet Browser  Web Browser

- The software with which websites can be viewed. Examples include Mozilla Firefox and Microsoft Internet Explorer

Domain Name

- The root address of a website  e.g. www.webaddress.com. All such names must be registered with the appropriate naming authority. A fee will apply for this service.

Downtime

- Time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.

Host

- The company on whose system the Website physically resides.

Link  Hyperlink

- A  clickable  link embedded on a web page which may take the form of a graphic or text.

Main Browsers

- A selection of the most widely-used web browsers used by 99 Pound Web Design for the purposes of testing of the Work. These are currently defined as the software versions of Internet Explorer and Mozilla Firefox current on the date the contract is signed by the Client.

Search Engine

- A website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.

Website

- A collection of web pages and associated code which forms an integrated presence.

The Work

- The subject matter of the contract between the Client and 99 Pound Web Design.

FEES

2.1 Fee Payable

A non-refundable deposit of 50% of the total fee payable under the contract is due immediately upon the signing of the contract. The remaining 50% shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. 99 Pound Web Design reserves the right not to begin the Work until the said deposit has been paid in full. Unless otherwise stated  the fee quoted in the contract does not include the cost of domain registration  hosting set up fee or hosting.

2.2 Maintenance Fees

Maintenance  if included in the contract  shall be on a monthly basis  with a minimum of  25.00 payable in any month where updating is necessary. Fees will be assessed on an half hourly basis at  25.00 per half hour. No fee will be required in a month where no updating is necessary. Search engine re-submissions  other than the original submission included in the contract fee  shall be included in the maintenance fee.

2.3 Payment Schedule

Unless an alternative payment schedule has been referred to in the foregoing contract  the payment schedule defined in Clause 2.1 Fee Payable applies.

DISCLAIMERS

3.1 Third Parties

99 Pound Web Design can take no responsibility for services provided by third parties through us or otherwise  including the Hosting of the Client s Website  although 99 Pound Web Design will endeavor to ensure that Website downtime is kept to a minimum.

3.2 Maintenance and Correction of Errors

99 Pound Web Design takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed. Errors (both technical and typographical) solely attributable to 99 Pound Web Design will be corrected free of charge  but 99 Pound Web Design reserves the right to charge a reasonable fee for correction of errors for which 99 Pound Web Design is not responsible  including  but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to 99 Pound Web Design by the Client.

3.3 Extent of Work

Installation on the Internet is limited to the uploading of all necessary files to the Host  and testing of functionality.

3.4 Consequential Loss

Under no circumstances will 99 Pound Web Design be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software.

3.5 Status and Duration of Offers

Proposals and offers are valid for a period of one month from the date issued. 99 Pound Web Design is not bound to honor offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made  the offer is deemed to have expired.

3.6 Search Engine Listings

99 Pound Web Design will undertake reasonable measures to ensure that the Website is listed in Search Engine results  but this does not constitute a guarantee that the site will appear for any given position or rank for any given search term within a Search Engines results  that a currently unlisted site will appear in the Search Engines  results  or that a currently listed Website will remain listed within the Search Engine results indefinitely. The Client accepts that it is Search Engines and not 99 Pound Web Design who determine whom the Search Engines list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that it is possible that a new website may never appear within Search Engine results at all. 99 Pound Web Design does not control Search Engines algorithms and the Client accepts that changes in Search Engine ranking and listings may occur daily  weekly or even hourly.

COMPLETION OF WORK AND PAYMENT

4.1 Completion of Work

99 Pound Web Design warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. 99 Pound Web Design will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. 99 Pound Web Design will not undertake changes to the specifications of the Work which would increase the cost  without prior written authorization from the Client. Where the Client has varied the specifications of the Work since the agreement  but does not authorize 99 Pound Web Design to increase the cost accordingly  99 Pound Web Design reserves the right to terminate the contract and invoice the Client for any part or parts of the Work already completed. Where the Work is complete according to the original specifications  99 Pound Web Design will deem the contract complete and will invoice the Client in full.

4.2 Supply of Materials

The Client is to supply all materials and information required for 99 Pound Web Design to complete the Work in accordance with the agreed specification. Such materials may include  but are not limited to  photographs  written copy  logos and other printed materials. Where the Client s failure to supply such materials leads to a delay in completion of the work  99 Pound Web Design has the right to extend previously agreed deadlines for the completion of the Work. Such deadline extensions may take into account further unforeseen and/or predicted delays  and/or commitments to other projects such that the deadline extension added by 99 Pound Web Design may exceed the delay caused by the Client. Where the Client s failure to supply materials prevents progress on the Work for more than 14 days  99 Pound Web Design reserves the right to invoice the Client for any part or parts of the Work already completed in accordance with Clause 4.5 Payment.

4.3 Approval of Work

On completion of the Work  the Client will be notified and have the opportunity to review it. The Client should notify 99 Pound Web Design  in writing  of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to 99 Pound Web Design as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved  or deemed approved  work cannot subsequently be rejected  and the contract will be deemed to have been completed and the balancing payment under Clause 2.3 Payment Schedule will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.

4.4 Rejected Work

If the Client rejects the Work within the 7 day review period and will not approve subsequent Work performed by 99 Pound Web Design to remedy any points reported by the Client as unsatisfactory  or 99 Pound Web Design considers that the Client is unreasonable in his repeated rejection of the Work  the contract will be deemed to have expired and 99 Pound Web Design can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.

4.5 Payment

99 Pound Web Design will invoice the Client for the balancing payment in accordance with Clause 2.3 Payment Schedule hereof  which  in the absence of a written agreement to the contrary  is to be paid by the Client within 14 days of the date that the invoice was issued.

4.6 Remedies for Overdue Payment

If payment has not been received by the due date  99 Pound Web Design has the right to suspend ongoing work for Client  until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date  99 Pound Web Design has the right to replace  modify or remove the Website and revoke the Client s license of the Work until full payment has been received. By revoking the Client s license of the Work or removing the web site from the Internet  99 Pound Web Design does not remove the Client s obligation to pay any outstanding monies owing.

INTELLECTUAL PROPERTY

5.1 Offers and Proposals

Offers and proposals made by 99 Pound Web Design to potential clients should be treated as trade secrets and remain the property of 99 Pound Web Design. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from 99 Pound Web Design. This includes  but is not limited to  technical features  functionality  aspects of the design and pricing information.

5.2 Warranty by Client as to Ownership of Intellectual Property Rights

The Client will obtain all the necessary permissions and authorities in respect of the use of all copy  graphic images  registered company logos  names and trademarks or any other material it supplies to 99 Pound Web Design for inclusion on the Website. The conclusion of a contract between 99 Pound Web Design and the Client shall be regarded as a guarantee by the Client to 99 Pound Web Design that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions  the Client removes the legal responsibility of 99 Pound Web Design and indemnifies the same from any claims or legal actions however related to the content of the Client s site.

5.3 Domain Name and Hosting

Any Domain Name obtained will belong to the Client. The Client agrees to indemnify 99 Pound Web Design  including any incidental costs  against any claims that a Domain Name applied for  or obtained  violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.

5.4 Licensing  Ownership of the Work

Once 99 Pound Web Design has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof  the Client will be granted a licence to use the Website and its contents. Where full ownership of the Work is to be assigned to the Client upon completion  once 99 Pound Web Design has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof  the Client will be notified in writing that ownership of the Work has been transferred. In this case  Clause 5.6 and Clause 5.7 do not apply.

5.5 Trade Secrets

Any code that is not freely accessible to third parties and not in the public domain  and to which 99 Pound Web Design or their suppliers owns the copyright  may not be copied  published  distributed or passed to any third parties in any form without prior written consent from 99 Pound Web Design. Unless previously agreed otherwise in writing  no modifications may be made by the Client or any third party to code to which 99 Pound Web Design or their suppliers owns the copyright. 99 Pound Web Design acknowledges the intellectual property rights of the Client. Information passed in written form to 99 Pound Web Design  and that the Client has indicated is confidential or a trade secret  will not be published or made available in any other way to third parties without the prior written consent of the Client.

5.6 Third Party Development

The Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and the 99 Pound Web Design.

5.7 Credits

The Client agrees that 99 Pound Web Design may include development credit(s) and/or link(s) displayed on the Clients web page  unless this is otherwise defined in the foregoing Specification of Work. These development credit(s) and/or link(s) may not be removed or modified  by the Client or by a Third Party authorized by the Client  without written authorization from 99 Pound Web Design.

RIGHTS AND RESPONSIBILITIES

6.1 Right to Terminate

99 Pound Web Design reserves the right to refuse or break a contract without prior notice  if it is believed that the Client is acting illegally  or any supplied material is illegal.

6.2 Events Beyond the Control of 99 Pound Web Design

99 Pound Web Design will not be liable for breach of contract where that breach was due to software  hardware or electrical failure  natural events such as fire or other events beyond the control of 99 Pound Web Design.

6.3 Supply and Pricing of Services

99 Pound Web Design reserves the right to use whoever it feels appropriate at the time for third party software and services  without affecting existing contractual and pricing agreements. 99 Pound Web Design reserves the right to alter its prices as necessary and without prior notice. Such changes will not affect existing contractual and pricing agreements.

6.4 Privacy Policy                                                                                                          

99 Pound Web Design and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998 and also to identify the Client in communications with them.

6.5 Nondisclosure

99 Pound Web Design and any third party associates agree that  except if directed by the Client  it will not at any time during or after the term of this agreement disclose any confidential information. Likewise  the Client agrees that it will not convey any confidential information about 99 Pound Web Design to another party. Both parties agree to define in writing prior to disclosure which information should be considered confidential and subject to this clause.

6.6 Indemnification

Client agrees to use all and any of 99 Pound Web Designs services and facilities at their own risk and agree to defend  indemnify  save and hold 99 Pound Web Design harmless from any and all demands  liabilities  costs  losses and claims including but not limited to attorneys fees against 99 Pound Web Design or it s associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project  including but not limited to web site content and choice of domain name. Client also agrees to defend  indemnify and hold harmless 99 Pound Web Design against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties  including but not limited to  infringement of copyright  infringement of proprietary rights  misinformation  delivery of defective products or services which is harmful to any person  business  company or organization.

INTERPRETATION

7.1 Jurisdiction

This Agreement shall be governed by the laws of the England and Wales which shall claim venue and jurisdiction for any legal action or claim arising from the contract between 99 Pound Web Design and the Client. The said contract is void where prohibited by law.

7.2 Survival of Contract

Where one or more terms of the said contract are held to be void or unenforceable for whatever reason  any other terms of the contract not so held will remain valid and enforceable at law.

7.3 Change of Terms and Conditions

These terms and conditions may change from time to time. Where a contract exists  the Client will be informed of revisions as and when they are issued.

7.4 Termination of Contract

99 Pound Web Design reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these Terms and Conditions. 99 Pound Web Design shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.

LIABILITY AND WARRANTY DISCLAIMER

99 Pound Web Design provides their web site and the contents thereof on an "as is" basis and makes no warranties with regard to the site and its contents  or fitness of services offered for a particular purpose. 99 Pound Web Design cannot guarantee the functionality or operations of their web site or that it will be uninterrupted or error free  nor does it warrant that the contents are current  accurate or complete. 99 Pound Web Design endeavors to provide a web site within given delivery timescales to the best of its ability. However  the Client agrees that 99 Pound Web Design is not liable for any claims  losses  costs incurred or compensation due to any failure to carry out services within a given delivery timescale. 99 Pound Web Design  at its sole discretion  may offer a full or partial refund and/or additional services in light of any failure to carry out services within a given delivery timescale in accordance with Clause 4.2 Supply of Materials. The Client agrees 99 Pound Web Design is not liable for absence of service as a result of illness or holiday time. 99 Pound Web Design reserves the right to assign the work to a third party associate should there be the need to. The Client agrees 99 Pound Web Design is not liable for any failure to carry out services for reasons beyond it s control including but not limited to acts of God  telecommunication problems  software failure  hardware failure  third party interference  Government  emergency on major scale or any social disturbance of extreme nature such as industrial strike  riot  terrorism and war or any act or omission of any third party services. 99 Pound Web Design is not liable for any consequences or financial losses such as  but not limited to  loss of business  profit  revenue  contract  data or potential savings  relating to services provided. On handover of files from 99 Pound Web Design to Client  the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use. Whilst every effort is made to make sure files are error free  99 Pound Web Design cannot guarantee that the display or functionality of the Work will be uninterrupted or error free. 99 Pound Web Design will endeavor to make sure that display and functionality of the Work is error free in the Main Browsers before handover of the completed Work. If after handover of files errors are found in code the 99 Pound Web Design has created using the Main Browsers  domain name setup and hosting setup are the same as when work began  then 99 Pound Web Design will correct these errors for the Client free of charge. If after handover of files errors are found in code the 99 Pound Web Design has created  where an updated software version of one or all of the Main Browsers exists  or the domain name setup or hosting setup has been changed  99 Pound Web Design reserves the right to quote separately for any additional work needed as a result of changes to the browser software  domain name setup or hosting setup. Should Client goes into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business  99 Pound Web Design reserves the right to cancel forthwith any projects and invoice Client for any work completed. 99 Pound Web Design shall have no liability to the Client or any third parties for any damages  including but not limited to  claims  losses  lost profits  lost savings  or other incidental  consequential  or special damages arising out of the operation of or inability to operate these web pages or web site  even if 99 Pound Web Design has been advised of the possibility of such damages. There are sometimes laws and taxes which affect Internet ecommerce. Client agrees that it is their responsibility to comply with such laws and will hold harmless  protect  and defend 99 Pound Web Design and its subcontractors from any claim  suit  penalty  tax  or tariff arising from the Clients exercise of Internet ecommerce. 99 Pound Web Design may from time to time recommend to the Client that updates are needed to their site to comply with  including but not limited to  new legislations  software releases and web standards. 99 Pound Web Design reserves the right to quote for any updates as separate work. Client agrees 99 Pound Web Design is not liable for any failure to inform or implement these updates to their site. Client agrees that it shall defend  indemnify  save and hold 99 Pound Web Design harmless from any and all demands  liabilities  costs  losses and claims arising from omission to inform or implement these updates.

ACCEPTANCE OF TERMS AND CONDITIONS

By accepting a quotation or making a payment of invoice to use the services supplied  the Client acknowledges to have read  understood  and accepted the Terms and Conditions of this Agreement  and agrees to be legally binding by these Terms and Conditions.