(1) CREATEANET of First Floor, 24 Victoria Parade, Harbourside, Torquay, TQ1 2BD ("Createanet");
(2) ("The Customer").
This Agreement sets out the following terms agreed between Createanet and the Customer:
1.1 Createanet agrees to supply to The Customer, and The Customer agrees to purchase from Createanet , the Services set out within Appendix 1.
2.1 This Agreement commences with effect from the date of execution of this Agreement by The Customer, subject always to the acknowledgement by The Customer that Createanet's obligation to commence provision of the services specified within Appendix 1 commences only upon confirmation of acceptance of the terms of this Agreement and upon receipt and clearance of the non-refundable deposit of order value as set out with Clause 3.2 below.
3 PAYMENT TERMS
3.1 The Customer agrees to pay to Createanet the charges set out within Appendix 2.
3.2 the Customer agrees to pay a non-refundable deposit upon execution of this Agreement. Thereafter to maintain the payment schedule outlined as per the payment terms of this agreement. The Customer agrees to pay the final charges upon completion of the service prior to the site going live/site modification and the issue of permanent user names and passwords for the content management system enabling content population.
3.3 Createanet reserves the right to charge a reasonable administration fee in the event that any payment made by The Customer is not honoured by The Customer's bank or building society or in the event of late payment by The Customer of any sums due pursuant to this Agreement.
3.4 Createanet may charge interest on the late payment at a rate of 4% above the base rate of Lloyds TSB Bank for the period from the date on which payment was due until the date on which cleared payment is received by Createanet.
4.1 In the event that The Customer instructs Createanet to transfer the site to another hosting company, this transfer request must be made in writing (email from hosted domain or letter headed paper) The Customer agrees to give 1 calendar months notice and to make payment to Createanet of Createanet's standard transfer fee, such payment to be made in cleared funds before the transfer is to be effected by Createanet. (standard transfer fee 2 hours at £65 plus vat an hour). if no transfer of the site is required hosting termination must be also submitted in writing,(email from hosted domain or letter headed paper) subject to a 1 calendar month notice period but no transfer fee will be charged.
5 CUSTOMER'S OBLIGATIONS
5.1 The Customer agrees that:
(1) All information provided to Createanet in connection with The Customer's business or proposed website content is accurate and is not in any way misleading or offensive;
(2) That Createanet may make such information provided by The Customer, available to the public in whatever manner and whatever form considered appropriate by Createanet.
(3) The Customer's business practices do not infringe any law, regulation or rights of any person.
(4) The Customer will be courteous and efficient in all dealings with Createanet or persons appointed by Createanet.
(5) The Customer will make all payments due to Createanet on the due date.
(6) During the term of this Agreement and for a period of three years thereafter The Customer will not hire, attempt to hire, or in any way induce or attempt to induce any employee, supplier, partner or consultant of Createanet.
6 DOMAIN NAMES
6.1 It is agreed by the parties that Createanet take over The Customer's domain name/names to deal with invoicing/renewal. Provided that all accounts with Createanet are settled the domain name/names remain The Customer's property. In the event that The Customer retains its own domain name/names then The Customer acknowledges complete responsibility for payment and renewal arrangements.
7.1 Createanet may terminate this Agreement with immediate effect by written notice if The Customer:
(1) Commits any material breach of this Agreement and fails to remedy the same within 30 days of request by Createanet.
(2) Owes outstanding payments due to Createanet.
(3) Becomes bankrupt or insolvent or enters into any arrangement with its creditors.
7.2 The right to terminate this Agreement will be without prejudice to any right or remedy of Createanet in respect of the breach concerned, if any, or any other breach.
8 CONSEQUENCES OF TERMINATION
8.1 In the event of the termination of this Agreement on account of reasons set out within Clause 7.1. Createanet is under no obligation to release the site nor the site's domain name to The Customer until full payment of outstanding liabilities has been made.
8.2 In the event of termination of this Agreement in accordance with Clause 7 above Createanet is entitled to take down the website and charge The Customer an administration fee for reinstatement upon settlement of the outstanding liabilities by The Customer.
8.3 In the event of termination on account of Clause 7 above. Createanet is entitled to terminate all services to The Customer, irrespective of continued payment of hosting fees.
9 INDEMNITY AND LIABILITY
9.1 The Customer agrees to indemnify Createanet against claims, losses, costs, demands, liabilities and damages (including without limitation consequential losses, loss of profit and all interest and legal and other professional costs and expenses) arising out of any claim resulting from the publishing of material on The Customer's website at The Customer's request or through the publishing of any information by any third party.
9.2 Createanet will not be liable to make any payment to The Customer for any delay or failure to meet Createanet's obligations under this Agreement in the event that the delay or failure results from events beyond Createanet's reasonable control. This includes (but is not limited to) events that are within the control of third parties, such as computers, telecommunications, electrical and internet service providers.
9.3 Createanet's total liability to The Customer for any reason is limited to the total amount paid by The Customer to Createanet pursuant to this Agreement. Createanet does not accept liability for any compensation for loss of business or profits or any other indirect loss.
9.4 It is acknowledged by The Customer that any timescales agreed for the provision of services are estimates only and time shall not be of the essence in this contract (save as to terms for payment).
9.5 Createanet is not liable to return any artwork or other material provided by The Customer for the purpose of providing any services to The Customer.
9.6 Createanet does not accept responsibility for the truth or otherwise of any statement made on The Customer's website nor does Createanet accept any liability for any hurt or offence caused to any person or company by any statement or opinion expressed on the website nor accept liability for any damages for defamation, loss of reputation or loss of business whether perceived or real caused by any statement made on such website.
9.7 Createanet cannot be held responsible for any losses arising howsoever by reason of any website user republishing or distributing information from The Customer's website and also Createanet cannot be held responsible for any infringement of copyright or other intellectual property right caused by publishing material onto the customer's website and insofar as any such claim arises the customer hereby indemnifies Createanet against all losses, liabilities, costs and expenses so arising.
9.8 Createanet accepts no liability for temporary suspension of service due to circumstances beyond its control such as (but not limited to) loss of internet service, suspension or failure of hosting services provided by any hosting company employed by Createanet at any time, or loss of or failure of any telecommunications services wherever this may occur.
10.1 The Customer's website and its contents may incorporate links to the websites and services of third parties. Such links are provided for the web-user's convenience only, and their provision does not constitute an authorisation by Createanet to access such third party websites, nor an endorsement of the content of such third party websites by Createanet.
10.2 Createanet reserves the right to render The Customer's website unavailable from time to time for maintenance either on a scheduled or unscheduled basis.
11.1 The parties agree to keep the existence and content of this Agreement confidential and not to disclose any information relating to this Agreement to the other party and not disclose such information to any third party.
13.1 The names and logos identifying The Customer's website and Createanet and its products and services are proprietary marks of Createanet and nothing in this Agreement shall confer on The Customer or any other third party any licence to use any such mark or any other intellectual property right of Createanet.
14.1 Createanet reserves the right to assign its interest in this Agreement.
14.2 This Agreement shall not be assigned by The Customer without the prior written consent of Createanet.
15.1 This Agreement may only be varied provided that any such variation is agreed by both parties and recorded in writing by them.
16 NATURE OF COMPLETE AGREEMENT
16.1 This Agreement represents the entire understanding of the parties relating to all matters referred to herein, and supersedes all other understandings, written or oral, relating thereto.
17 GOVERNING LAW
17.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and any disputes arising herefrom shall be exclusively subject to the jurisdiction of the Courts of England and Wales.