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Terms & Conditions of Agreement Purpose and Authorisation The Client agrees to appoint InterWeb Design (IWD) to design, build and develop and/or improve a World Wide Web (WWW) site which will be installed in the Client's Web space on an Internet Service Provider's (ISP) facility. The Client authorises IWD to access this Web space and authorises the ISP to provide IWD with "write permission" for the Client's Web site directory, CGI-bin directory, and any other directories or programs where access is required. The Client also authorises IWD to publicise their completed Web site to Web search engines, as well as other Web directories and indexes. Development The Web site will be developed using Microsoft FrontPage®. IWD build Web sites that will work in Microsoft® Internet Explorer versions 4 and above and Netscape Navigator/Communicator version 4 and above. While IWD will make reasonable efforts to design a fully-functional web site, IWD warranty does not cover AOL, text-based browsers or requested dynamic effects that we have advise you against. The Client is aware that new versions of Microsoft® Internet Explorer and Netscape Navigator/Communicator may not be backward compatible. Completion Date The Client and IWD will agree a target completion date for the project. The Client and IWD will work together and use their best endeavours to complete the project by the target completion date. The Client agrees to provide all text, graphics and photographic content for the Web site 30 days before the target completion date. If the Client is unable to submit complete text, graphics and photographic content when required by IWD, this may delay the agreed target completion date. Payment of Fees The Client and IWD will agree a fee for the whole of the project work prior to the project commencing. The fees agreed by the Client and IWD are due for payment as scheduled and are exclusive of Value Added Tax which shall be paid by the Client at the rate prescribed by law: The fee shall be paid in two installments, half of the fee in advance of work commencing and the balance when the Web site has been completed and is ready for publication on the WWW. IWD reserves the right to require interim installments payments for larger projects. All fee accounts are due for payment within twenty eight days of the date of the invoice. If any fee account remains unpaid in excess of twenty eight days of the date of the invoice IWD reserves the right to remove a published Web site from the WWW until payment has been made in full. The date of publishing/uploading the Web site to the WWW will be at the discretion of IWD. Submitting the Web site to Web search engines, directories and/or updating/upgrading will occur only after payment has been received in full. Refund Policy No refunds of fees paid for completed project work will be made. If the Client terminates the project prior to completion IWD shall be entitled to a fee payment commensurate with the proportion of the project work completed at the date of termination. Termination of Project Either the Client or IWD may terminate the project by giving written notice to the other party. If notice of termination is by Client, IWD shall not commence any new work. The Client shall have the option of electing to have IWD complete any work previously approved by the Client. The Client shall be responsible for payment of the fee for all project work completed by IWD up to the date of termination, including payment made by IWD to ISP's. Warranty IWD will correct any defects in their work that occur on the Client's Web site for a period of not more than ninety days, as long as the page(s) affected have not been modified in anyway by the Client. This period commences upon the date of publication on the WWW. IWD does not warrant that the functions or operations of the Web site will be uninterrupted or error-free. The entire risk as to the performance of the Web site will be accepted by the Client. In no event will IWD be liable to the Client, or any third party, for any damages whatsoever arising out of the operation of or the inability to operate the Web site even if IWD has been advised of the possibility of such an event. Copyrights and Trademarks The Client warrants to IWD that any text, graphics and photographic content, or other content provided to IWD for inclusion in the Client's Web site are owned by the Client, or that the Client has obtained permission from the copyright/trademark owner to use the content, and will indemnify IWD and its subcontractors for any claim arising out of the use of such content. Design Copyright Copyright of the completed project work is retained by IWD. Upon full payment for the project the Client is licensed to operate the Web site. Source codes and computer programs remain the property of their respective owners. IWD and its subcontractors reserves the right to display the Client's Web site as an example of their work for marketing purposes, unless otherwise agreed. The Client agrees that IWD may include a text hyperlink or logo on the bottom of the Client's index or default page, linking to IWD Web site. Indemnity The Client agrees to indemnify, and keep indemnified, IWD against any claim brought against IWD and/or it’s subcontractors by any third party resulting from the provision of services by IWD to the Client. Internet Service Provider The Client agrees that IWD will have full access to the Client's Web site hosted by the ISP. IWD shall not be liable for any failings of the ISP or any telecommunications carrier or of any hardware or software wherever situated required for the viewing of the Client's Web site on the WWW. The Client understands that IWD does not provide any web hosting services. Hosting services require a separate contract with a web hosting provider of the Client's choice. Electronic Commerce The Client is responsible for obtaining any and all consents and authorisations in respect of merchant services agreements between the Client and the relevant banks, in respect of an on-line store. The Client is responsible for complying with, and any payment of, all legislation, taxes, and tariffs, and will indemnify, and keep indemnified, IWD and/or its subcontractors from any claim arising from the Client's operation of Internet electronic commerce. Assignment of Project IWD reserves the right to assign other Web designers and/or subcontractors to the project if necessary. Confidentiality Policy The business of IWD is the publication of material and/or content provided by the Client via Web pages and/or Web sites onto the WWW. Upon publication the material and/or content passes into the public domain. Prior to publication IWD will only pass the material and/or content provided by the Client to suppliers and/or subcontractors when it is necessary during the course of the design and/or publication of the Web page(s) or Web site. IWD acknowledges that during this Agreement it will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Client. IWD agrees that it will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this Agreement with the Client. The Client should ensure that only information which the Client is willing to pass into the public domain via the Web page(s) or Web site is passed to IWD. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Client, shall remain the exclusive property of the Client. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Client, IWD shall immediately return to the Client all such files, records, documents, specifications, information, and other items in IWD possession. Material and/or content which the Client considers may lead to a loss of financial, commercial or any other advantage if passed into the public domain should not be passed to IWD. IWD will assume that all material and/or content which it receives from the Client may pass into the public domain via the Web page(s) or Web site. IWD does not give any warranty or accept any liability for any loss suffered by the Client due to the proper use of the material and/or content supplied by the Client to IWD for the design and publication of the Web page(s) or Web site. Jurisdiction Any dispute concerning these Terms and Conditions of Agreement shall be governed by English Law. Agreement This Agreement constitutes the entire understanding of the parties. Any changes or modifications must be in writing and signed by both parties. |
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