Website Design and Development Terms

Transcription

1 Website Design and Development Terms Netfink Squared ( Netfink 2 ) provides website design and development services using the platform and website templates of Squarespace, Inc ( Squarespace ). When you complete a Registration Form and submit it to us, you are offering to enter into a contract with us to provide the design and development services on the terms ( the Terms ) set out below. Where you are named as the customer in the Registration Form, that offer is made by you personally. Where you submit the Registration Form on behalf of your company or organisation and that company or organisation is named as the customer in the Registration Form, that offer is made on behalf of that company or organisation and, by submitting that form to us, you are confirming that that company or organisation agrees to the Terms and that you have authority to agree to the Terms and to enter into a contract with us on behalf of that company or organisation. In either case you are confirming that you agree to your personal data being used in accordance with our Privacy Policy. Please read the Terms carefully. If you do not agree to them, you should not submit the Registration Form. Once you have submitted the Registration Form and paid the Development Fee in accordance with the payment instructions set out on the Registration Form, we will acknowledge its receipt by with log-in details or we will let you know that we have not accepted the Registration Form. Only once we have acknowledged acceptance of the Registration Form will a contract between you and us come into existence. Right to Cancel: If you are a consumer, i.e. if you are submitting the Registration Form for purposes outside your business, you would normally have a right to cancel under the Distance Selling Regulations within 7 clear business days after the contract is formed. However, we will commence developing your website for you within that period and so you will not have that right to cancel under the Distance Selling Regulations. is a company registered in England under company number Its registered office is at St Johns Stree,, If you wish to contact us please us at. Page 1 of 5

2 1. Interpretation In the Terms the following words have the following meanings: the Agreement the contract between you and us consisting of the Registration Form, the Content Description Form and the Terms; you the customer named in the Registration Form; the Content all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials provided to us as content for the Site; the Content Description Form the form setting the your design and content requirements for the Site; the Development Fee the fee set out in the Registration Form; the Development Services services to build the Site to the requirements set out in the Content Description Form; the Domain Name the domain name chosen by you for the Site; the Hosting Services the services set out in section 4.1 of the Terms; the Registration Form the registration form completed by you or your representative and submitted to us; and the Site the website to be developed by us under the Agreement. 2. Design and Development Services 2.1 On receipt of unique log in details from us, you will complete and submit to us the Content Description Form identifying the website template, additional specification, Content and Domain Name which you require for the Site. 2.2 On receipt of the Content Description Form we will build the Site to the requirements set out in the Content Description Form that you have submitted to us. 2.3 We will notify you on completion of development of the Site and provide access details in order for you to upload the Site to the Domain Name. 2.4 We reserve the right to subcontract the whole or any part of the Development Services. 2.5 We will keep a copy of the Content and any design source files during development of the Site. However, you are responsible through Squarespace for making regular backups of the Site. Page 2 of 5

3 3. Permissions and Intellectual Property Rights 3.1 We are licensed by Squarespace to use and modify the Squarespace template source code in creating the Site. You agree to be bound by the terms of the Squarespace licence found at www. squarespace.com/terms-of-service. You are responsible for acquiring and abiding by the terms of any licences for any other third party software. 3.2 We or our licensors own all copyright and other intellectual property rights in the templates and other software and materials used to develop the Site. We grant you a non-exclusive, nontransferrable licence to use the templates and design of the Site on one domain name only. 3.3 You are responsible for the Content. You grant us a worldwide, royalty-free, non-exclusive licence to use the Content in order to develop the Site and you warrant that you have all the rights necessary to grant us that licence. 3.4 You agree that we may include any part of the Site in marketing or promotional material used relating to our services. a. include any copyright, trade mark or attribution notices that we are required to display by Squarespace or any other licensor; and b. include any part of the Site in marketing or promotional material used relating to our services. 4. Domain Names and Hosting 4.1 We will request and you authorise us to request on your behalf from Squarespace the following services: a. Registration by Squarespace of the Domain Name with the relevant registry limited to.com.org.net.biz.info.mobi and subject to availability; b. Squarespace hosting services with 500GB Bandwidth and 2 GB Storage for 12 months; c. Squarespace content management services allowing for the addition of up to 16 pages; and d. Squarespace hosting support for the Site for 12 months. Further Details of the Hosting Services are set out at The Hosting Services will be provided by Squarespace and you authorise us to confirm by the method required by Squarespace that you agree to enter into a contract for the Hosting Services with Squarespace on the terms of the Squarespace Terms of Service Agreement found at www. squarespace.com/terms-of-service. You will abide the Squarespace Terms of Service Agreement and we will have no liability to you in relation to the Hosting Services. 4.3 You are responsible for ensuring you have the right to register the Domain Name and we will not be liable for any refusal or challenge to the registration of the Domain Name. 4.4 You authorise us to pass on the address and contact details provided in the Registration Form to Squarespace to set up your account with Squarespace and for them to register the Domain Name. Page 3 of 5

4 You acknowledge that that the information submitted for registration of the Domain Name may be made available to the general public by the Domain Name registrar. 4.5 If at any time your contact details, including address, change, you will immediately contact Squarespace and update those contact details. Failure to do so may mean that any renewal notice for the Hosting Services is not received by you. 4.6 The costs of registering any other domain name except the Domain Name or renewing the registration of the Domain Name or providing any services except the Development Services and Hosting Services, including but not limited to further domain name registration fees, domain name transfer charges, yearly domain name renewals, hosting charges, yearly hosting renewals, hosting upgrades, extra disk space, bandwidth and any other related charges will be subject to separate contracts entered into between you and Squarespace or another third party supplier. 5. Charges and Payment 5.1 You will pay the Development Fee on submitting the Registration Form by debit or credit card in accordance with the instructions on the Netfink 2 website. 5.2 The Development Fee and all other charges are exclusive of value added tax (VAT), which you will pay to us on the supply of the Development Services. 5.3 We will issue a receipted invoice to you once payment is received. 6. Warranty and Liability 6.1 The Site is developed as is without any conditions or warranties. To the extent permitted by law we exclude all warranties, conditions and terms (except those in the Terms) whether express or implied by statute, common law, custom or trade usage, including (without limitation) any warranty or condition relating to satisfactory quality, fitness for purpose, non-infringement of third party intellectual property rights and the use of reasonable care and skill in relation to the developing the Site. In particular, whilst every effort is made to make sure files are error free, we do not warrant that the display or functionality of the Site will be uninterrupted or error free. 6.2 We will not be liable for any claims, losses, costs incurred or compensation due to any failure to carry out the Development Services within a given delivery time scale. 6.3 We do not exclude or restrict any liability for death or personal injury caused by our negligence, or for fraud. 6.4 Subject to section 6.3 of the Terms, we will have no liability whether in contract, or tort (including negligence) or arising in any other way, for loss of profit, loss of revenue, loss of savings, loss or corruption of data, loss of opportunity, loss of business and loss of goodwill (in each case whether direct or indirect) or for any indirect, or consequential loss, damage, costs, expenses and other claims which arise out of or in connection with the or in any other way out of the Agreement even Page 4 of 5

5 if we have been advised of such claim. 6.5 Subject to section 6.3 of these Terms, in no circumstances will our liability to you for a single incident or series of related incidents of any nature arising out of or in connection with this agreement whether in contract, or tort (including negligence) exceed the Development Fees paid by you. 6.6 Your use of the Site and the Development Services provided by us is at your own risk and you agree to defend, indemnify and hold the harmless us from any and all demands, liabilities, costs, losses and claims (including but not limited to legal fees) brought by third parties against us or our licensors that may arise directly or indirectly from your use of the Site, including any claim resulting from: a. your publication of material and content on the Site; b. the Content infringing of any third party s intellectual property rights; c. your use of the Hosting Services; d. the registration of the Domain Name; and e. any product or service sold or provided on the Site. 7. Delay 7.1 We will not be liable for any failure to carry out the Development Services for reasons beyond its control, including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, government action, any social disturbance, strike, riot, terrorism and war or any act or omission of any third party. In those circumstances we will be granted a reasonable extension of time for the performance of our obligations, the reasonableness of that extension to be assessed not only in the context of the Agreement, but also in the context of our other commitments. 8. General 8.1 Waiver - A waiver of any right under the Terms is only effective if it is in writing and only applies only to the circumstances for which it is given. 8.2 Severance - If any provision of the Terms (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the validity of the other provisions of the Terms and the remainder of the provision in question will not be affected. 8.3 Governing Law and Jurisdiction The Agreement and any disputes or claims arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England. The parties irrevocably agree that the courts of England have non-exclusive jurisdiction to settle any disputes or claims arising out of or in connection with the Agreement, its subject matter or its formation (including non-contractual disputes or claims). Page 5 of 5