All contracts for the provision of web design, web applications, consultancy, hosting and/or licensed services made by or on behalf of 2020 Web Services Ltd are subject to the following Conditions:
In These Conditions:
"COMPANY" means 2020 Web Services Ltd
"CLIENT" means the person or Organisation named in the Quotation
"CONTRACT WORK" means the work which the Company has agreed to carry out or the services which the Company has agreed to supply as set out in detail on the Quotation hereto and shall include the supply to the Client of any website, domain name or other goods or services
"CONTRACT" means the terms and conditions set out in this document and the Quotation
"QUOTATION" means the written quotation or invoice given by the Company to the Client in respect of the Contract Work
2.1 Upon receipt by the Company of acceptance of the Quotation by the Client together with the payment set out in clause 5.1 hereof the Company agrees to carry out and the Client agrees to accept the Contract work in accordance with the Quotation, subject to the conditions set out herein, which shall govern the Contract to the exclusion of any other terms and conditions.
2.2 No variation to the terms of the Contract shall be binding unless agreed in writing between the authorised representatives of the Client and the Company.
2.3 Any advice or recommendation given by the Company or its employees or agents to the Client or its employees or agents as to the application or use of the Contract Work which is not confirmed in writing by the Company is followed or acted upon entirely at the Client's own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is not so confirmed.
3.1 The Client shall be responsible to the Company for ensuring the accuracy of any specifications submitted by the Client, and for giving the Company any necessary information relating to the Contract Work within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
3.2 If the Contract Work is to be carried out in accordance with a specification submitted by the Client, the Client shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Company's use of the Client's specification.
3.3 The Client shall ensure that any necessary permissions, authorisations, licences or consents are obtained at its own expense prior to the Contract Work being carried out and the Client shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid in settlement of any claim arising as a result of the Client's failure to obtain any such permissions.
3.4 This Contract may not be cancelled by the Client except with the agreement in writing of the Company and on terms that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
4.1 The price of the Contract Work shall be the price specified in the Quotation ["the Price"].
4.2 The Company reserves the right, by giving notice to the Client at any time before completion of the Contract Work, to increase the Price to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company, any change in completion dates, or specifications which are requested by the Client, or any delay caused by any instructions of the Client or failure of the Client to give the Company adequate information or instructions.
4.3 The Price is exclusive of any applicable value added tax, which the Client shall be additionally liable to pay to the Company.
5.1 Subject to any special terms agreed in writing between the Client and the Company, the Client shall pay to the Company 50% of the price prior to commencement of the Contract Work on receipt of an invoice for the same from the Company.
5.2 The Client shall pay the balance of the Price on completion of the Contract Work.
5.3 The time of payment of the Price shall be of the essence of the Contract.
5.4 If the Client fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
5.4.1 cancel the Contract or suspend performance of the Contract Work;
5.4.2 charge the Client interest (both before and after any judgement) on the amount unpaid, at the rate of eight per cent per annum above Lloyds TSB Bank PLC base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
6.1 Any dates quoted for completion of the Contract Work are approximate only and the Company shall not be liable for any delay however caused. Time for performance shall not be of the essence of the Contract unless previously agreed by the Company in writing.
6.2 In the event of the completion of the Contract Work being delayed due to the failure of the Client to give or confirm instructions at any stage within a reasonable period then the Company shall be entitled to submit an invoice to the Client for payment of an amount (to be determined in the sole discretion of the Company) equivalent to the work done to the date thereof.
7.1 The Client authorises the Company when carrying out the Contract Work to permanently insert into the Contract Work either in a position which does not detract from the Contract Work or in a position to be mutually agreed between the Company and the Client a website link between the Contract Work and the Company's website.
8.1 Subject as expressly provided in these Conditions, and except where the Contract Work is carried out for a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.
8.2 Where the Contract Work is carried out under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements)Order 1976) the statutory rights of the Client are not affected by these Conditions.
8.3 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the carrying out of the Contract Work, and the entire liability of the Company under or in connection with the Contract shall not exceed the Price, except as expressly provided in the Conditions.
9.1 Copyright or other intellectual property rights in all designs, drawings, writings or other creative work produced by the Company as part of the Contract Work shall remain with the Company until payment has been made in full of all amounts due from the Client to the Company.
10.1 This clause applies if:
10.1.1 the Client makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
10.1.3 the Client ceases, or threatens to cease, to carry on business; or
10.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Client and notifies the Client accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend the Contract Work without liability to the Client, and if the Contract Work has been completed but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.2 No waiver by the Company of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
11.4 In the event of any dispute arising between the parties in connection with this agreement which cannot be settled by negotiation, the parties will in good faith, seek to resolve that dispute through mediation before resorting to arbitration. If the dispute is not resolved by mediation within 30 days, or one of the parties will not participate in the mediation, the dispute shall be referred to arbitration in accordance with the rules of the Chartered Institute of Arbitrators, whose rules are deemed to be incorporated by reference into this clause.
11.5 The Contract shall be governed by the laws of England, and the Client agrees to submit to the non-exclusive jurisdiction of the English Courts.