DEFINITION OF TERMS
99 Pound Web Design
The entity which enters into a contract with 99 Pound Web Design
Browser Web Browser-
The software with which websites can be viewed. Examples include
Mozilla Firefox and Microsoft Internet Explorer
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.
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.
The company on whose system the Website physically resides.
A clickable link embedded on a web page which may take
the form of a graphic or text.
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
A website which contains a directory of websites on the Internet
enabling users to find websites by subject matter classification.
A collection of web pages and associated code which forms an
The subject matter of the contract between the Client and 99 Pound
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.
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
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
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.
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
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.
5.1 Offers and
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
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.
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
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.
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
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
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.
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.
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.
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.
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
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
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
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.
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
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
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.
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