Eightlegged.com - Terms and Conditions of Business
1. General
1.1 These terms and conditions together with any “Proposal” and “Site Specification”
documents given
to the client form the contract between Eightlegged.com. “Eightlegged.com” and the
client once formally
agreed. These terms supersede any prior verbal agreement. Any deviation from these
terms must
be agreed in writing on the order form.
1.2 Eightlegged.com is not responsible for the performance of third party services
that are introduced to the
client.
1.3 The client agrees that Eightlegged.com can use the client’s company name in
its own client list. If the
client does not wish to appear on the Eightlegged.com client list, Eightlegged.com
will remove them at the
client’s request.
1.4 In respect of websites designed and developed by Eightlegged.com the client
agrees to credit Eightlegged.com in
the footer of every page of their site by displaying a text hyperlink back to the
Eightlegged.com website
at: www.Eightlegged.com
2. Duties
2.1 The client’s signature on the client contract is evidence that it will:
2.1.1 Provide all data reasonably required by Eightlegged.com to complete the contract
within a
reasonable period of time as requested by Eightlegged.com.
2.1.2 Maintain a retrievable record, copy or original, of all data provided to Eightlegged.com,
who
will not be responsible for loss or damage to any data.
2.1.3 Use the product or service provided by Eightlegged.com only for the purposes
of its own
business.
2.1.4 Not sell or franchise the product or service to any third party without express
permission from Eightlegged.com.
2.2 The client warrants that it owns all the data required for the services to be
performed hereunder
and has absolute rights to use such data for such purposes.
2.3 Eightlegged.com will:
2.3.1 act professionally at all times to preserve the client’s intellectual property
or other
rights in its information or materials.
2.3.2 comply with reasonable requests of the client and deal cordially with its
representatives.
2.3.3 Be responsible for the accuracy and comprehensiveness of the data supplied
in
relation to a project.
2.3.4 In design cases use its best endeavors to provide within the anticipated time
length of
the project a site that substantially meets the requirements of the pre-agreed “Site
Specification”. Following completion of the site Eightlegged.com will provide to
the client, free of
charge, a 2 month site maintenance support service. Any software “bugs” spelling
errors and
functionality failures will be rectified free of charge during this period. This
service does not
include any design modifications, functionality changes or site enhancements. Such
items are
subject to a separately negotiated maintenance agreement or one-off amendment charges
at
our prevailing hourly rate.
3. Variations
3.1 The client may at any time request variations to the “Site Specification” by
written notice to
Eightlegged.com. Such variations may, at the discretion of Eightlegged.com, warrant
renegotiation of the project
estimated value or incur additional charges following re-scoping of the supplementary
work
required.
3.2 Within 5 working days of receipt of a request for variation or such other period
as may be agreed
Eightlegged.com shall indicate by notice in writing to the client the terms upon
which Eightlegged.com will
perform the requested variation, including the effect of the variation on the price
payable by the
client.
3.3 If Eightlegged.com serves a notice pursuant to 3.2 above the client shall within
5 working days of the date
of Eightlegged.com written notice elect by written notice to Eightlegged.com whether
or not it wishes the
variation to proceed. In the absence of a client’s notice Eightlegged.com shall
assume the variation is not
to proceed.
3.4 A 50% deposit is due before the commencement of production on all web design
and development
work carried out over a project value of £500 plus vat. Project values of £499.99
+ vat or less are
payable in advance of works.
3.5 No refunds are payable to the client for prepaid services and deposits unless
Eightlegged.com is unable to
supply the ordered service or is unable to supply an acceptable alternative.
3.6 If a project is delayed for a period of 4 weeks or more through failures on
the part of the client to
meet their pre-agreed obligations through non-co-operation or lack of supply of
copy and materials
by the client, then Eightlegged.com reserves the right to demand full payment of
the remaining project
costs from the client immediately and to suspend all work until such monies have
been received
from the client.
4. Eightlegged.com Charges (Design Projects)
4.1 The client will be invoiced in accordance with the ‘billing cycle’ described
in their original Project
Proposal document.
4.2 VAT will be added to the service charge at the current rate where appropriate.
4.3 At Eightlegged.com’ total discretion interest and compensation on outstanding
invoices will be charged
either in accordance with The Late Payment of Commercial Debts Regulations 2002
or at the rate of
5% above the base rate of HSBC Bank at the date of invoice and/or completion of
the contract on
the remaining balance of all invoices which are overdue for a period in excess of
30 days.
4.3 Eightlegged.com reserves the right to place the client’s account on ‘Stop’ which
includes the withdrawal
all products and services, including secure certificates and Internet hosting and
the retention of
domain names, if the client’s invoices remain unpaid above the payment terms detailed
on the
client’s invoice.
4.4 All fees quoted are in British sterling and must be paid in this currency.
5. Intellectual Property Rights
5.1 Upon payment by the client of all of Eightlegged.com’ charges in relation to
a project Eightlegged.com assigns to
the client all of Eightlegged.com’ rights, title and interest in the intellectual
property rights attaching to
the content and published coding of the client’s web site. For the avoidance of
doubt unless and
until such payment is made the intellectual property rights remain the exclusive
property of
Eightlegged.com or its suppliers and at no time shall any rights, interests or title
in any intellectual
property pass to the client notwithstanding domain names registered on behalf of
the client.
5.2 Eightlegged.com grants to the client a royalty free, world-wide, non-exclusive
licence for the use of any
third party software used by Eightlegged.com in the construction of the client’s
web site.
5.3 Subject to clause 5.4 below Eightlegged.com will indemnify the client against
any and all actions or claims
incurred by the client arising out of any actual or alleged infringement of any
patent, copyright or
trade secret in respect of material supplied by Eightlegged.com in pursuance of
the web development
project provided that:
5.3.1 the action and/or claim does not arise as a result of the unauthorized modification
or
alteration or adaptation of the site content by the client and
5.3.2 the action and/or claim does not arise as a result of the use of software
or equipment
not supplied or approved by Eightlegged.com and
5.3.3 the client notifies Eightlegged.com immediately of any claim or demand made
or action
brought against it and has not made any comment or admission to any third party
in respect
thereof and
5.3.4 Eightlegged.com shall have conduct of all proceedings or negotiations relating
to such
allegations or claims and shall deal with the same as it sees fit in its absolute
discretion and
5.3.5 the client shall provide all reasonable assistance to Eightlegged.com in relation
to the
conduct of such litigation and/or negotiations
5.4 Eightlegged.com accepts no liability for any loss, damage, costs or liability
suffered by the client in the
event that the use of third party software triggers a claim by any party that their
intellectual or
other property rights have been infringed. Should Eightlegged.com have any rights
against the owners of
such third party software it will endeavour, at the client’s expense, to enforce
such rights for the
client’s benefit.
6. Domain Names
6.1 The contract for the registration of domains is between the client and the appropriate
Naming
Authority. Eightlegged.com cannot guarantee that clients will be able to register
any requested name and
until clients have been given specific confirmation of registration they cannot
assume that
registration has been affected.
6.2 The responsibility for ensuring that the client’s choice of domain name does
not infringe the rights
of a third party lies with the client. The client agrees to defend, indemnify and
hold harmless
Eightlegged.com against liabilities arising in respect of any such infringements.
6.3 Eightlegged.com is prepared to register Domain Names on behalf of clients. If
so, the client has full
responsibility for the renewal of the Domain Name. Eightlegged.com is acting as
the client’s Agent and
Clients are bound by the terms and conditions of the Naming Authority.
6.4 Eightlegged.com gives no warranty that the Internet Domain Name requested will
not infringe the rights of
any third party and the client indemnifies Eightlegged.com in respect of any such
infringements.
7.0 Web and Email Hosting
7.1 Payment Policy
All hosting accounts are set up on a non-refundable, prepay basis. Payment may be
accepted by
UK
Cheque, a credit or debit card. Although Eightlegged.com reserves the right to
change prices for hosting accounts at any time, all pricing is guaranteed for the
period of the
client’s account which is 12 months. Where the client chooses to pay on invoice,
payment must be
received by Eightlegged.com prior to the hosting account being initially set-up
or renewed.
7.2 IP addresses
The client acknowledges that he has no right, title or interest in the IP address
allocated to him as
part of their hosting account, and that any IP address allocated to him is allocated
as part of the
services and is not portable or otherwise transferable by the client in any manner
whatsoever.
7.3 Service Provision
7.3.1 Eightlegged.com have purchased space on a server to promote both your and
their own
business and Eightlegged.com believes that all locally held websites will be backed
up the server
owner. However Eightlegged.com does not make local back up copies of the amendments
to the
client’s web site that they may make themselves using their own resources.
7.3.2 All efforts to keep the sites up and running at all times will be carried
out with due
diligence. The very nature of the Internet in general means that there are few experienced
suppliers in the business and the servers that we host our sites on belong to trusted
third
parties. Nevertheless, Eightlegged.com cannot be held responsible for the server
supply.
7.3.3 In the unlikely event of total and permanent disruption to service sites can
be rehosted
on a different server although in this unlikely event a transference fee may be
charged..
If your site is to be one that depends on a guaranteed service we can host that
site on
specialist servers at an additional cost.
If you require transferring your domain name during your contract we reserve the
right to
charge an administration fee in accordance with an hourly rate for the work involved.
7.3.4 All designs entrusted to Eightlegged.com shall remain the property of Eightlegged.com
with the
exception of company trade marks and logos. All logos and trademarks supplied to
Eightlegged.com
must be with the permission of their owners.
7.4 Acceptable Use Policy
7.4.1 Personal and business hosting accounts are to be used by the primary owner
only.
Personal and business account holders are not permitted resell, store or give away
web-hosting
services of their website to other parties without express permission from Eightlegged.com.
Web
hosting services are defined as allowing a separate, third party to host content
on the owner's
web site. Exceptions to this include advertisement banners, classified advertisements,
and
personal advertisements.
7.4.2 Eightlegged.com reserves the right to refuse service and /or access to its
servers to anyone.
7.4.3 Eightlegged.com does not allow any of the following content to be stored on
its servers and
reserves the right to suspend or cancel a client's access to any or all services
provided by it
when it decides that the client is displaying or distributing the following
7.4.3.1 Material that is in breach of any law, statute or regulation, including
but not limited
to, the unauthorised distribution or copying of copyrighted software or other data
7.4.3.2 Material that is obscene, pornographic or indecent
7.4.3.3 Material that is defamatory, libellous unlawfully threatening or harassing.
7.4.3.4 Material which contains any viruses or other computer programs intended
to damage,
detrimentally interfere with, surreptitiously intercept or expropriate any personal
information.
7.4.3.5 Material relating to Hacking, Cracking, Warez and IRC.
7.4.4 Software downloads may only be hosted if you are the writer and copyright
owner of
the software, all other software including freeware, shareware and trial software
is forbidden.
Audio and video downloads may only be hosted if you are the creator and copyright
owner of
the work.
7.5 Bulk Email
The use of our network to send bulk email whether opt-in or otherwise, and the use
of bulk email to
promote a site on our network is strictly forbidden.
7.6 Misuse of Resources
7.6.1 Including but not limited to employing applications which consume excessive
CPU
time, memory or storage space. Chat/IRC, web proxy and mailing list scripts are
not allowed on
our network under any circumstances. Streaming media can be a drain on web server
resources
and as such is not allowed. CGI based message forums which use flat file databases
are often
found to use excessive system resources, to avoid disappointment please use a PHP
or ASP
scripted message forum that makes use of a relational database. The use of web cam
applications which maintain a constant FTP connection uploading an image at regular
intervals
is forbidden.
7.6.2 If you are unsure about content you intend to place on our network, please
check with
us before you do. We reserve the right to determine what constitutes acceptable
use.
7.6.3 Should Eightlegged.com receive a complaint from a third party that the customer’s
use of the
services involves material prohibited in accordance with paragraphs 6.3 to 6.6 above,
then
Eightlegged.com reserves the rights to suspend a customer’s access to services for
up to 14 days to
allow the complaint to be investigated.
7.7 Unlimited Use Policy
7.7.1 High bandwidth usage: Eightlegged.com offers a limited bandwidth use policy
of 5000Mb per
customer account per month. If n rare cases, Should Eightlegged.com find a customer
‘s website to be
using server resources to such an extent that he or she may jeopardize server performance
and
resources for other customers or exceed their allocated 5000Mb monthly allowance,
Eightlegged.com
reserves the right to impose the High Resource User Policy for the consideration
of all
customers.
7.7.2 High Resource User Policy
Resources are defined as bandwidth and/or processor utilization. Eightlegged.com
may implement the
following policy to its sole discretion:
When a website is found to be monopolising the resources available Eightlegged.com
reserves the right
to suspend that site immediately. This policy is only implemented in extreme circumstances
and is intended to prevent the misuse of our servers. Clients may be offered an
option whereby
Eightlegged.com continues hosting the website for an additional fee using a suitable
dedicated web
server employing unrestricted bandwidth or an increased monthly bandwidth allowance
at an
additional cost.
8. Disclaimer
8.1 Eightlegged.com’ entire liability to the client in respect of any breach of
its contractual obligations, any
breach of warranty, any representation, statement or tortuous act or omission including
negligence
arising under or in connection with this agreement shall be strictly limited to
the charge specified
in the client contract.
8.2 Eightlegged.com will have no further liability for any loss, damage, costs or
liability whatsoever which the
client may incur including without limitation lost sales, profits, indirect and
or consequential losses.
In particular and without limitation Eightlegged.com shall not be liable to the
client as a result of any virus
introduced or passed on to him. The client is strongly advised to have their own
anti-virus, anti-spy
ware and firewall software in place.
8.3 Eightlegged.com shall not be responsible for any loss or failure caused by the
fault of any Internet service
provider or the incompatibility of its software with any third party. Eightlegged.com
does not represent or
warrant that a client’s URL (web address) will achieve a favourable position, listing
or ranking
within the search engines and web directories.
8.4 Without limitation to the above Eightlegged.com makes no warranties of any kind,
expressed or implied for
services we provide. Eightlegged.com disclaims any warranty or merchantability or
fitness for a particular
purpose. The includes loss of data resulting from delays, non-deliveries, wrong
delivery, and any
and all service interruptions caused by Eightlegged.com and its employees. Eightlegged.com
reserves the right to
revise its policies at any time.
8.5 Neither party to this agreement shall be liable for any failure or delay in
performance of this
agreement due to any act of God, war, strike, lockout, industrial action, fire,
flood, drought, storm
or other event beyond the reasonable control of either party.
9. Indemnification
9.1 The client agrees that it shall defend, indemnify, save and hold Eightlegged.com
harmless from any and all
demands, liabilities, losses, costs and claims, including reasonable attorney’s
fees asserted against
Eightlegged.com, its agents, its customers, officers and employees, that may arise
or result from:
9.1.1 any material supplied by the client infringing or allegedly infringing on
the proprietary
rights of a third party;
9.1.2 any service provided or performed or agreed to be performed or any product
sold by
the client, its agents, employees or assigns.
9.2 The client agrees to defend, indemnify and hold Eightlegged.com harmless against
liabilities arising out of:
9.2.1 any injury to person or property caused by any product sold or otherwise distributed
in
connection with the web servers belonging to Eightlegged.com;
9.2.2 copyright infringement and any defective products sold to third parties from
the web
servers belonging to Eightlegged.com;
9.2.3 the client’s web site containing or using material set out at 7.4.3.1 to 7.4.3.5
above.
10. Software Licence
The client grants to Eightlegged.com a royalty free, world wide, non exclusive licence
to use the text,
graphics, images and other related material featured, displayed or used in or in
relation to the web
site for the purpose only of allowing Eightlegged.com to perform the services under
this agreement.
11. Termination
Eightlegged.com will use all reasonable endeavours to complete its obligations under
the customer
contract. If Eightlegged.com is unable to do so for reasons beyond its reasonable
control it may terminate
the customer contract by giving 10 days notice in writing. In such circumstances,
Eightlegged.com shall
render an invoice for such part of the service or product that has been delivered
or completed and
not previously billed.
12. Non Solicitation of Staff
The client agrees that during the term of this agreement and for an additional period
of 6 months
after termination, the client shall not directly or indirectly canvas with a view
to offering or
providing employment to, offer to contract with or entice to leave any employee
of Eightlegged.com or
their contracted agents engaged in the performance of the services.
13. Assignment
13.1 The client shall not assign, transfer or sub-contract the benefit and/or burden
of this agreement
without the prior written consent of Eightlegged.com
13.2 Eightlegged.com may assign, transfer or sub-contract the benefit and/or burden
of this agreement.
14. Confidentiality
Each party to this agreement will at all times keep confidential information acquired
in
consequence of this agreement, except for information which they may be entitled
or bound to
disclose under compulsion of law or where requested by regulatory agencies or to
their professional
advisers where reasonably necessary for the performance of their professional services.
15. Dispute Resolution
All disputes or differences under or arising out of this agreement may be referred
to a single
arbitrator to be agreed upon by the parties or in default of agreement by the President
for the time
being of the Chartered Institute of Arbitrators in accordance with the Arbitration
Act 1996.
16. Invalidity
If any provision of this agreement is held to be void or declared illegal, invalid
or unenforceable for
any reason that provision shall be divisible from this agreement and shall be deemed
to be deleted
from it and the validity of the remaining provisions shall not be affected.
17. Governing Law
This agreement shall be governed by and construed in accordance with the laws of
England
.