PriceMaurice Limited terms and conditions for website development, hosting and domain name registration
- 1.1 In this Agreement the following words and expressions shall have
the following meanings:
1.1.1 "the Price" means the sums to be paid by the Customer
to the Supplier as specified in Schedule 3 in consideration of the
performance of the Project;
1.1.2 "the Project" means the design and delivery of the
1.1.3 "the Specification" means the specification set out
in Schedule 1 to this Agreement;
1.1.4 "URL" stands for universal resource locator;
1.1.5 "the Website" means the website to be designed by
the Supplier for the Customer;
1.1.6 “Hosting Services” or “Services” means
the hosting of a Customer’s website;
1.1.7 “Naming Organisations” means Nominet UK for .uk
and Schlund + Partner AG as ICANN accredited Registrar for .com, .net,
.org, .info, .biz, and .name domains or such other Naming Organisation
as the Company may specify to the Customer from time to time;
1.1.8 “Registration” means an application by the Supplier
acting as agent for the Customer to register domain name(s) with the
1.1.9 “Initial Registration Period” means the period
of two years for .uk and one year for .com, .net, .org, .info, and
.biz domains commencing on and including the date of the application
1.1.10 “Registration” means an application by the Company
acting as agent for the Customer to register domain name(s) with the
Naming Organisation and
1.1.11 “Renewal Period” depends on the Services ordered
by the Customer and can range from 3 months to 2 years.
1.2 The Schedules form part of the operative provisions of this Agreement
and references to this Agreement shall, unless the context otherwise
requires, include references to the Schedules.
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.
2.1 The Customer wishes to establish an internet website to promote
and showcase [ ] and the projects that it has undertaken. In tandem
with traditional marketing techniques a website presence is required
to stimulate interest to make potential clients telephone through
for further information.
2.2 The Supplier is engaged in business as a website designer and
developer and has agreed to [supply a website / host a website] for
the Customer upon the following terms and conditions. The Supplier
may also register domain name(s) on behalf of the Customer.
3 DUTIES OF SUPPLIER
3.1 In consideration of the payment by the Customer of the Price
and subject to the terms and conditions of this Agreement, the Supplier
3.1.1 to develop and deliver the graphical, technical and navigational
design ("the Website Design") as set out in the Specification
contained in Schedule 1 to this Agreement;
3.1.2 to create and deliver the pages of the Website containing all
text, graphics, logos, photographs, images, moving images, sound,
illustrations and other materials to be featured, displayed or used
in or in relation to the Website ("the Web Pages") as set
out in the Specification; and
3.1.3 to advise the Customer in relation to the Website Design and
the production of the Web Pages.
3.2 Subject to Clause 3.3, the Supplier undertakes to carry out the
objectives set out in Clause 3.1 in accordance with the Timetable
as set out in Schedule 2 to this Agreement.
3.3 Where the Customer has engaged more than one supplier in the
provision of brand identity, design and development services, the
delivery obligations set out in Clause 3.2 shall be conditional upon
the performance of third parties as set out in the Timetable.
3.4 The duties of the Supplier do not include the upload of the final
Website to the Customer’s web hosting company unless that hosting
company is the Supplier.
5 REGISTRATION OF DOMAIN NAME (S)
5.1 The supplier does not accept responsibility nor does it make
any warranty that the domain name (s) requested by the Customer will
be accepted for registration in the register of the Naming Organisation
nor will it be liable for any costs of the Customer incurred if the
application for Registration is unsuccessful. The Supplier does not
accept responsibility for any liability to third parties for breach
of their Intellectual Property Rights in relation to the domain name
(s) requested by the Customer.
5.2 Upon successful Registration the Supplier will host the Customer’s
domain names (s) for the Initial Registration Period and for such
time as it remains validly registered to the Customer subject to such
rules of the respective Naming Organisation as may be in force from
time to time.
5.3 Notwithstanding Clause 5.2, the Supplier reserves the right to
suspend or cancel any application for Registration or refuse to host
a domain name(s) in the circumstances set out in 13.1 of this Agreement.
5.4 Renewal of domain name(s) is automatic. Customers will need to
write to the Supplier 30 days before Renewal in order to effect a
cancellation of ownership of the domain name.
5.5 The Customer acknowledges that any disputes arising out of the
use of its domain name(s) requested by the Customer will be resolved
for .uk domains in accordance with the Nominet UK Dispute Resolution
Service and for .com, .net and .org as well as .info, .biz and .name
domains in accordance with the UDRP which may impose restrictions
on the termination or transfer of a domain name (s) with its current
host during or pending the settlement of a dispute. The Supplier agrees
to act as a mediator for the Customers.
5.6 The Customer shall be permitted to transfer his domain name(s)
to another host other than the Supplier upon termination of this Agreement
in accordance with Clause 12.
4 DUTIES OF CUSTOMER
4.1 The Customer shall deliver to the Supplier all drafts, concepts,
text, graphics, logos, photographs, images, moving images, sound,
illustrations and other materials for use in accordance with this
Agreement in the agreed format and shall use reasonable efforts to
ensure that it is correct and update it when required to do so pursuant
to this Agreement.
4.2 Where the Customer has engaged more than one supplier in the
provision of brand identity, design and development services, the
Customer shall deliver the brand identity or design to the Supplier
by the date set out in the Timetable.
4.3 When hosting a website through PriceMaurice Limited, the customer
4.3.1 Obtain the consent of individuals whose personal data are to
be held on the register of the Naming Organisation and promptly notify
the Supplier of any changes to the Customer’s registered details
including (but not limited to):- (a) name and address of the Customer;
(b) name, postal address, email address, telephone and fax number
of the technical contact and administrative contact of the Customer’s
domain name (s) and in any event provide such information within 15
days of a request for such information from the Company.
4.3.2 In order to maintain the data-transfer volume restrictions,
check all email accounts in regular intervals and download the email
stored therein. The Supplier may, should the capacity of the Customer's
email boxes be exceeded at any time, return all subsequently received
emails to the senders without notice to the Customer. Email accounts
that have not been used for for a period exceeding two (2) months
(i.e., the account has not been accessed by the Customer and email
has not been downloaded for a period of two month) are subject to
suspension by The Supplier. Upon such suspension, The Supplier will
send a notification to the Customer's primary contact email address,
announcing the suspension of the account. Failure to respond to such
notice with a request for reinstatement of the account may, at The
Supplier’s sole discretion, lead to the termination of the subject
account and the email box may be deleted from The Supplier’s
servers. In such cases, The Supplier takes no responsibility for the
loss of any data and/or emails still located in such account and the
Customer's has no recourse against The Supplier for any damages resulting
from the loss of such data.
4.3.3 Keep confidential all passwords received from the Supplier
for the purpose of the Services and notify the Supplier immediately
upon becoming aware that a password has become known to an unauthorised
4.3.4 Only make use of the Services for a legitimate and lawful purpose.
4.3.5 Allow the Supplier to access the Customer's home page to check
for any infringements of the Customer's obligations under this Agreement.
4.3.6 Ensure that it complies at all times with all relevant laws
and obligations including but not limited to any licence under the
Act which is applicable to the Customer and all related laws in any
territory in which the Customer is situated or in which the Customer's
Website may be accessed or made available. The Customer must also
obtain any relevant consents and approvals for the installation and
use of the Equipment. The Company will have no liability under this
Agreement for failure to comply with its obligations in any case where
the Customer does not comply with any such relevant laws or obligations
or does not obtain such consents or approvals.
4.4 When hosting a website through PriceMaurice Limited, the Customer
4.4.1 send, transmit, make available, copy, retransmit, broadcast
or publish (whether directly or indirectly) in whatever form any data,
information or contractual rights, material or statement which infringes
the Intellectual Property Rights or contractual or statutory rights
of any person or legal entity or the laws or statutory regulations
relating to defamation, contempt, blasphemy, infringement of privacy
or personal data rights and any equivalent or related laws in any
territory in which they are or may be accessed or made available;
4.4.2 make use of the Services to send or cause to be sent or forwarded
electronic mail without the express or assumed agreement of the respective
recipient. This shall include but not be limited to not sending large
numbers of electronic mails with the same content which is commonly
referred to as "spamming";
4.4.3 use the Services to obtain or offer or permit to be offered
for profit or otherwise any material, images, displays or services
which are erotic or pornographic including but not limited to any
other material, images, displays or services which are offensive,
illegal or immoral or which is in breach of any legal obligation;
4.4.4 use the Services in a manner which infringes a third party's
copyright or other intellectual property rights of whatsoever nature.
4.4.5 Without prejudice to any other rights of the Supplier arising
from this Agreement or otherwise, the Customer will indemnify the
Supplier against all claims, losses, liabilities, expenses, fines
and penalties of whatsoever nature made, incurred or imposed as a
result of a breach by the Customer of the terms of this clause.
5 PROJECT MANAGEMENT
5.1 The Supplier shall nominate a Project Manager as set out in Schedule
4 to this Agreement who shall be available to respond to the Customer’s
enquiries and who shall manage the Project upon the terms of this
clause. The Project Manager shall act promptly and fairly at all times
during the term of this Agreement and in particular shall:
5.1.1 contribute as many hours or days of work as are required from
time to time for the needs of the Project in accordance with the Timetable;
5.1.2 keep detailed records of all work carried out in relation to
the Project by him or any other employee or agent of the Supplier,
such records or copies thereof to be made available to the Customer
on request and to remain confidential to the Supplier and the Customer.
5.2 The Customer shall nominate a Project Co-ordinator as set out
in Schedule 4 to this Agreement who shall be available to co-ordinate
with the Project Manager and who shall provide all information and
documentation required by the Supplier for the proper performance
of the Project.
5.3 The parties shall ensure that the Project Manager and the Project
Co-ordinator review the progress of the Project on a weekly basis
and agree a report of it.
5.4 If the Project Manager or the Project Co-ordinator is prevented
by illness or injury from performing his duties under this Agreement,
the Supplier or the Customer (as the case may be) shall report the
fact and its expected duration to the other party. If the Project
Manager’s absence through illness or injury continues for more
than 3 consecutive working days the Supplier shall make available
an alternative suitably qualified and experienced Project Manager
acceptable to the Customer. If the Project Co-ordinator’s absence
through illness or injury continues for more than 3 consecutive working
days, the Customer shall make available an alternative suitably qualified
and experienced Project Co-ordinator.
5.5 The Supplier shall be entitled to procure the services of any
other persons with suitable skills and experience as are necessary
from time to time in order to complete the Project in accordance with
6.1 The Customer may at any time request alterations to the Specification
by notice in writing to the Supplier.
6.2 On receipt of the request for alteration the Supplier shall,
within 5 working days or such other period as may be agreed between
the parties, advise the Customer by notice in writing of the effect
of the alteration, if any, on the Price, the Timetable and any other
terms already agreed between the parties. Any increase in the Price
shall be in accordance with the standard charges of the Supplier for
labour. For the avoidance of doubt, the Customer’s requirement
that the Supplier carry out amendments or modifications or corrective
or remedial work pursuant to Clause 7 shall not constitute an alteration
within the meaning of this Clause.
6.3 Where the Supplier gives written notice to the Customer agreeing
to perform an alteration on terms different to those already agreed
between the parties, the Customer shall, within 5 working days of
receipt of such notice, advise the Supplier by notice in writing whether
or not he wishes the alteration to proceed.
6.4 Where the Supplier gives written notice to the Customer agreeing
to perform an alteration on terms different to those already agreed
between the parties, and the Customer confirms in writing that he
wishes the alteration to proceed on those terms, this Agreement shall
be deemed automatically to have been amended so as to include the
alteration and thereafter the Supplier shall perform this Agreement
upon the basis of such amended terms.
7.1 On completion of the Website the Supplier shall provide the Customer
with a temporary URL where the Website can be viewed and tested. If
the Project Co-ordinator in his sole discretion considers that the
Website has failed in any way to perform in accordance with the Specification
and/or that amendments or modifications or corrective or remedial
work are required, he shall promptly advise the Supplier in writing
outlining the areas which require to be modified. On receipt of this
notice the Supplier shall, subject to Clause 7.2, free of charge,
investigate and make the changes to the Website (including corrections
or enhancements to the software used) necessary to ensure that it
will perform in accordance with the Specification. Following the necessary
changes the Customer shall test the Website again on the same terms
as above and if no further changes are intimated by the Customer,
this shall be referred to as "successful completion". For
the avoidance of doubt, the Supplier shall not undertake any changes
free of charge where they require the Website to operate in a manner
not provided for by the Specification.
7.2 Where the Project Co-ordinator considers that the Website has
failed and on investigation pursuant to Clause 7.1 this proves to
be a result of an error by the Customer, the Supplier shall be entitled
to charge for the costs of investigation and of making the changes
that are necessary and agreed at the Supplier’s then current
7.3 The Supplier shall ensure that successful completion occurs on
or before the date set out in the Timetable for completion to occur.
If any delay in achieving successful completion is due to delay or
error beyond the control of the Supplier, the relevant dates set out
in the Timetable shall be deemed deferred as agreed.
7.4 Upon successful completion:
7.4.1 the Customer shall be required to sign the Supplier’s
formal acceptance form, confirming that the Supplier has successfully
completed the Project under the terms of this Agreement; and
7.4.2 the Supplier shall deliver to the Customer all software in
relation to the Website, together with a final invoice.
7.5 Notwithstanding any provisional acceptance or use of the Website
by the Customer, final acceptance of it shall not occur until successful
completion and shall be without prejudice to any of the Customer’s
rights set out in this Agreement.
7.6 Risk of loss or damage of any kind to the Website, the software
used, the content or the documentation related to it shall pass to
the Customer only upon successful completion.
8 PRICE AND PAYMENT
8.1 In consideration of the performance of the Project the Customer
shall pay the Supplier the Price according to the Terms of Payment
as specified in Schedule 3 to this Agreement. The Price is exclusive
of VAT and shall not be subject to any adjustment or increase except
as agreed in accordance with Clause 6.
8.2 The Customer shall make payment to the Supplier within 30 working
days of receipt of an invoice from the Supplier, all payments to be
made in pounds sterling and in the manner specified in Schedule 3.
Payment by the Customer of any sum under this Agreement shall be without
prejudice to any claims or rights the Customer may have against the
Supplier and shall not constitute any admission by the Customer as
to the performance by the Supplier of his obligations under this Agreement.
8.3 The Supplier reserves the right to alter the Supplier’s
price list at any time but such alteration shall only take effect
one month after notice has been given to the Customer.
9 INTELLECTUAL PROPERTY RIGHTS
9.1 The Customer grants to the Supplier a royalty-free, world-wide,
non-exclusive licence to use the content supplied by the Customer
for the purposes of the Project only.
9.2 Copyright to the assembled work of Web Pages produced by the
Supplier is owned by the Supplier. Upon final payment the Supplier
shall grant to the Customer a royalty-free, world-wide, non-exclusive
licence to use the Website Design, the Web Pages and the parts of
the content designed by the Supplier. Rights to graphics, source code
and computer programs are not transferred to the Customer and remain
the property of the Supplier. The Supplier and any sub-contractors
retain the right to display graphics and other web design elements
as examples of their work.
10.1 The Customer warrants and represents to the Supplier that any
elements of text, graphics, photos, designs, trademarks or other material
supplied to the Supplier for inclusion in the Website are owned by
the Customer, or that the Customer has permission from the rightful
owner to use each of these elements and that the Supplier’s
use of such material shall not infringe the intellectual property
rights of any third party.
10.2 The Supplier warrants and represents to the Customer that all
works created by the Supplier in the course of the Project will, unless
otherwise stated in this Agreement, be original work and not subject
to any intellectual property or other rights of any third party and
that the Customer’s use of the Website shall not infringe the
intellectual property rights of any third party.
10.3 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, save for the
statutorily implied terms as to title.
11 LIMITATION OF LIABILITY
11.1 Nothing in these terms and conditions shall exclude or limit
the Supplier’s liability for death or personal injury resulting
from the Supplier’s negligence or that of its employees, agents
11.2 The entire liability of the Supplier 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 Price paid by the
Customer under this Agreement.
11.3 In no event shall the Supplier 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 the
Supplier had been made aware of the possibility of the Customer incurring
such a loss.
11.4 The customer will indemnify the Supplier for all loss of revenue
business profits, costs and expenses arising from any failure by the
Customer to use the Services in accordance with this Agreement and
against any fines or penalties imposed by any regulatory, advertising
or trading body or authority in connection with the use of the site
by the Customer.
11.5 The Suppler disclaims all liabilities in connection with the
- loss of material upload
- incompatibility of the site with any of the Customer’s equipment,
software or telecommunications links
- technical problems including errors or interruptions of the site
- unsuitability, unreliability or inaccuracy of the site.
11.6 Nothing in this Agreement shall prevent the Supplier from pursuing
payment of a debt against the Customer.
11.7 Where the Customer accesses this site from locations outside
the United Kingdom, the Customer does so on the Customer’s own
initiative and is responsible for compliance with local laws.
12.1 The Supplier 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.
12.2 Either party may terminate this Agreement forthwith by notice
in writing to the other if:
12.2.1 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
12.2.2 the other party commits a material breach of this Agreement
which cannot be remedied under any circumstances; or
12.2.3 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
12.2.4 the other party ceases to carry on its business or substantially
the whole of its business; or
12.2.5 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.
12.3 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.
13 LIMITATION OF SERVICE
13.1 The Supplier shall be entitled to suspend such access to the
Hosting Services as deems necessary by the Customer or any third party
to all or any party of the Services if the Customer is in breach of
any of the Clauses: 4.33, 4.34, 4.35, 4.36, 4.41, 4.42, 4.43 and 8.
This Clause shall not be construed in any way as limiting the termination
rights of the Supplier as provided by clause 12.
13.2 If access to the Hosting services is suspended as a result of
downtime caused by routine or emergency maintenance by the Customer
the Services shall be reconnected as quickly as practicable after,
in the opinion of the Supplier, such circumstances giving rise to
the need to suspend have ceased to exist.
13.3 Following the suspension of the Hosting Services (other than
for the reasons referred to in Clause 13.2) the Customer shall be
obliged to apply for reconnection of access to the Services but the
Supplier shall not be obliged to reconnect access to the Services.
On receipt of an application to reconnect the Supplier may do one
of the following:- (a) reconnect as soon as reasonably practicable
subject to payment of all Charges and/or Additional Charges and any
amounts due under Clause 11.4; (b) specify additional reasonable terms
required by the Supplier prior to agreeing access to the Services;
(c) refuse to allow access to the Services on the basis that the breach
or instruction or event which led to the suspension of access is unremedied
or still remains as the case may be.
13.4 The Customer will pay any Additional Charges as may be required
from time to time by the Supplier for reconnection to the Services.
13.5 If the breach or instruction or event which led to the suspension
of Services remains or the Customer refuses to accept the additional
terms referred to in Clause 13.3(b), the Supplier shall be entitled
to terminate without notice:- (a) in the case of non-payment of any
Charges or Additional Charges, if such amounts remain outstanding
for more than 20 calendar days; or (b) in the case of any other event
leading to suspension of access to the Services, if it remains unremedied
or additional terms are not accepted within 14 days of the suspension.
14 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.
Neither party shall be entitled to assign or otherwise transfer this
Agreement without the prior written consent of the other, which consent
shall not be unreasonably withheld or delayed.
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.
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.
18 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. Unless expressly
provided elsewhere in this Agreement, this Agreement may be varied
only by a document signed by both parties.
19 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.