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1. Definitions
In this agreement the following words and expressions will have the following meanings
1.1"Acceptance", "Acceptance Tests" mean respectively acceptance of the website (including any Bespoke Software) by the Client when the Website has passed CONNECT 24's acceptance tests.
1.2 "Agreement" means this Agreement between CONNECT 24 and the Client including all specifications, plans, drawings and other documents referred to in this Agreement or attached hereto which may be or are agreed by the parties to form part of this Agreement.
1.3 "Bespoke Software" means any software program(s), manuals and other documentation, to be written CONNECT 24 for the Client. The copyright in the Bespoke Software will belong to CONNECT 24.
1.4 Location(s)"means the Client's or CONNECT 24's respective offices as specified in this Agreement or such other location as may be notified by either party to the other in writing.
1.5 "Software Licence (s) "means the licence(s) granted by CONNECT 24 to the Client for the right to use CONNECT 24's own software and (if any) the Bespoke Software and the licence(s) granted by third party software owner(s) for the right for CONNECT 24 and the Client to use such third party software included in the Website.
1.6 "Timetable" means the proposed timetable for performance of the development work by CONNECT 24 under this Agreement as the same will be updated and amended from time to time by CONNECT 24.
1.7 "Website" means the World Wide Web Website comprising all pages described
1.8 "Server(s)” means CONNECT 24's computer server or servers upon which the Website will reside during development, the Website Server and servers for hosting the Website upon its completion and to any other server(s) to which the Website may be linked.
2. Application of Terms
These Terms and Conditions will apply to all dealings between the parties hereto unless specifically varied in writing and signed by a director of CONNECT 24 and a director of the Client respectively.
3. Commencement
The date of commencement of this Agreement will be the date of execution by both CONNECT 24 and the Client of this Agreement.
4. Client's Requirements and Selection of Server
Upon execution of this Agreement CONNECT 24 will:
4.1 Discuss the Client's Website requirements as outlined in the order confirmation and develop the Website for the Client;
4.2 Test the Website in accordance with the Acceptance Tests;
4.3 Provide to the Client training, support, updating services and such other Services as may be agreed between the parties.
5. Completion of Development, Testing and Delivery
Upon completion of CONNECT 24's obligations in Clause 4.1 above, CONNECT 24 will run it’s Acceptance Tests. Upon passing such tests, CONNECT 24 will notify the Client that the Website is ready for Internet access on CONNECT 24’s server.
6. Prices and Charges
6.1 The price for development of the Website is specified in the order confirmation and may be varied if the Client's requirements change during development and if the development takes longer than 3 months to complete (through no fault of CONNECT 24).
6.2 Charges for the Services are specified in the order confirmation hereto and are subject to annual renewal unless earlier varied to meet a change in the Client's requirement.
6.3 All Prices are quoted subject to value added tax to be applied at the prevailing rate but otherwise inclusive of any applicable import and all other duties including but not limited to foreign exchange rates (where applicable).
7. Payment
The Price for the Website development will be as laid out in the order confirmation attached to this document.
7.1 A deposit is required before any design work will be carried out. The deposit is refundable up to 7 days after receipt.
7.2 Deposits do not cover domain name registration, hosting, data services or the purchase of products and services by Connect 24 Limited from third parties on behalf of our clients.
7.3 To cancel a deposit payment Connect 24 Limited must receive written notice within 7 days of receipt of the deposit. Please send all written correspondence requesting a refund of a deposit to:-
Connect24 Limited
P.O.Box 189
York
YO26 5WW
Fax - 0870 974 8695
E-mail -
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8. Support and Maintenance
CONNECT 24 can provide or arrange for the provision of support and maintenance of the Website and support for all Software and Bespoke Software it’s charges as notified to the client from time to time.
9.CONNECT 24's Liability
9.1 CONNECT 24 shall not be liable to the Client for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this agreement, the development, the Website, any software (including Bespoke Software), its use, application, support or otherwise, except to the extent to which it is unlawful to exclude such liability.
9.2 Notwithstanding the generality of 9.1 above, CONNECT 24 expressly excludes liability for consequential loss, damage or corruption to other software or data, or for loss of profit, business, revenue, goodwill or anticipated savings.
9.3 In the event that any exclusion contained in this Agreement shall be held to be invalid for any reason and CONNECT 24 becomes liable for loss or damage that it may otherwise have been lawful to limit, such liability shall be limited to the Price of the development work.
9.4 The Developer does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of CONNECT 24 its employees, agents or authorised representatives.
10. Copyright, Patents, Trade Marks and Other Intellectual Property Rights
10.1 The Client acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with development of the Website (unless the property of the Client prior to the date of this Agreement) are and shall remain the sole property of CONNECT 24 and the Client shall, upon completion of the Website, sign and return any software licence which relates to software required to operate the Website and which may be (but need not be attached hereto as the Second Schedule, prior to delivery/transmission of the Website to the client's ISP. The Client shall not during or at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership by CONNECT 24 thereof.
10.2 In the event that new inventions, designs or processes evolve in performance of or as a result of this Agreement, the Client acknowledges that the one shall be the property of CONNECT 24 unless otherwise agreed in writing by CONNECT 24.
10.3 The Client shall indemnify CONNECT 24 fully against all liabilities, costs and expenses which CONNECT 24 may incur as a result of work done in accordance with the Client's instructions in development of the Website involving infringement of any copyright, patent or other proprietary right (including but not limited to framing or linking to third party Websites and/or third party proprietary material).
10.4 Certain website developments or parts thereof may contain programming code protected by the GNU General Public License which can be viewed by clicking the following link http://www.gnu.org/licenses/gpl-2.0.txt [Link opens in a new browser window]
10.5 Website developments which contain programming code protected by the GNU General Public License are open source. The source code for such website developments can be requested by the website owner for a period of up to three years from the date at which the development commenced.
11.Indemnity
11.1 The Client agrees to indemnify and save harmless and defend at its own expense CONNECT 24 from and against any and all claims of infringement of copyright, patents, trade marks, industrial design, or other intellectual property rights affecting the website and based upon the Client’s contribution to the Website specification.
11.2 CONNECT 24 undertakes that the Client shall be given notice of any claim specified in 11.1 above that is made against CONNECT 24 and the Client shall have the right to defend any such claims and make settlements thereof at its own discretion and CONNECT 24 shall give such assistance as the Client may
reasonably require and at its expense to settle or oppose any such claims.
11.3 In the event that any such infringement occurs or may occur, the Client may instruct CONNECT 24 at the Client's expense to:
11.3.1 procure for the Client the right to continue using the infringing material; or
11.3.2 modify or amend the infringing material so that the same becomes non-infringing; or
11.3.3 replace the infringing material with other material of similar capability.
12. Confidential Information and Security
12.1 All information, drawings, specifications, documents, contracts, design material and all other data which CONNECT 24 may have imparted and may from time to time impart to the Client relating to its know-how, its business, clients, prices, services, software, Bespoke Software, the Website, contracts (including this Agreement), Website design, architecture and content (including any technical specifications therefore), is proprietary and confidential.
12.2 The Client hereby agrees that it will use such confidential information and all other data solely for the purposes of this Agreement and that it will not, at any time during or any time after the completion, expiry or termination of this Agreement use or disclose the same whether directly or indirectly, to any third party without CONNECT 24's prior written consent.
12.3 The Client and each of its employees and consultants or advisors to whom any confidential information requires to be disclosed, will if so requested by CONNECT 24, sign CONNECT 24's separate confidentiality agreement.
12.4 The Client further agrees that it will not itself or through any subsidiary or agent use, sell, license, sub-license, create, develop or otherwise deal in any confidential information supplied to it by CONNECT 24 or obtained pursuant to this Agreement.
13. Termination
13.1 Notwithstanding any other provisions herein contained, and without prejudice to any other rights such party serving notice may have, CONNECT 24 may forthwith terminate this Agreement by written notice to the Client if any of the following events will occur:
13.1.1 If the Client commits any breach of the terms or conditions of this Agreement including the terms, conditions and provisions of any schedule attached or adopted hereto and fails to remedy such breach (unless it is a breach which entitles the Client to terminate this Agreement immediately or insofar as such breach is not capable of remedy to furnish adequate compensation therefore) within thirty (30) days after receiving written notice requiring it so to do.
13.1.2 If the Client becomes bankrupt or compounds or makes any arrangement with or for the benefit of its creditors or (being a company) enters into compulsory or Voluntary liquidation or amalgamation (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution will be threatened or levied upon any equipment and/or software or other property of the party entitled to serve notice hereunder or if the other party is unable to pay its debts in accordance with the law relating to this Agreement.
13.2 Within seven (7) days after the date of termination of this Agreement for whatever reason, the Client will return or destroy (as CONNECT 24 will instruct) hard-copy forms of the Website, Bespoke Software, CONNECT 24’s software, designs, graphics, and all audio-visual and hard copy material and data relating to the Website and business and purge/expunge all magnetic and optical media forms of the Website and all software and related material and furnish CONNECT 24 with a certificate, certifying that the principal and all copies of such material made (in whole or in part), in any form of media have been so returned, destroyed and/or purged/expunged as the case may be or hereby permit CONNECT 24's personnel or agents to collect, destroy or purge/expunge the same.
13.3 Termination of this Agreement will be without prejudice to any accrued rights of either party and will not affect obligations which are expressed not to be affected by expiry or termination hereof.
14. Assignment
This Agreement will not be assigned by the Client whether voluntarily or involuntarily or by operation of law in whole or in part to any party without the Client forthwith giving notification of that assignment to CONNECT 24.
15. Force Majeure
Neither party will be under any liability to the other in any way whatsoever for destruction, damage, delay or any other matters of that nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock-outs and industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, or bad weather or the requisitioning or other act or order by any Government department, council or other constituted body.
16. Notices
Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation will (unless otherwise provided) be in writing and will be delivered in person, or first class mail (properly posted and fully prepaid in an envelope properly addressed) to the addresses shown at the head of this Agreement or to such other address as may from time to time be designated by notice hereunder. Any such notice will be in the English language and will be considered to have been given on the first working day of actual delivery or in any other event within three (3) working days after it was posted in the manner hereinbefore provided.
17. Waiver
Failure or neglect by CONNECT 24 to enforce at any time any of the provisions hereof will not be construed nor will be deemed to be a waiver of CONNECT 24's rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice CONNECT 24's rights to take subsequent action.
18. Headings
The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or the interpretation of any of the terms and conditions of this Agreement.
19. Severability
In the event that any of these terms, conditions or provisions or those of any schedule or attachment hereto will be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision will to that extent be severed on the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
20. Law
The parties hereby agree that this Agreement and the provisions hereof will be construed in accordance with English Law and that this Agreement is subject to the sole jurisdiction of this English Courts.
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