TERMS & CONDITIONS (2015) COMPLETE WEBSITE WORKS

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1 TERMS & CONDITIONS (2015) COMPLETE WEBSITE WORKS 1. DEFINITIONS i. is wholly owned by Complete Website Works Ltd. and offers services on the World Wide Web as an online trading entity, for and on behalf of Complete Website Works Ltd.. Complete Website Works Ltd. is registered in Scotland, Registration Number SC466809, Registration Address, 337 Bogmoor Road, Glasgow, G51 4SQ6AA. ii. "Services" means all services offered by Complete Website Works Ltd., including all Services and other services provided by outside agents, companies and organisations acting under instruction from or on behalf of Complete Website Works Ltd.. iii. "Customer" means an end user who is utilising Services provided by Complete Website Works Ltd. including all Services provided by outside agents, companies and organisations acting under instruction from or on behalf of Complete Website Works Ltd.. iv. "We" and "Our" mean Complete Website Works Ltd.. v. "Design Services" means the design or creative element of any Services offered by Complete Website Works Ltd.. These Services include but are not limited to graphical design, copy writing, intellectual property and ideas, optimisation, consulting services, marketing materials, search engine optimisation, PPC, , server and client side applications and all other Services or parts of Services which rely on the skill, knowledge or experience of Complete Website Works Ltd. including all Services provided by outside agents, companies and organisations acting under instruction from or on behalf of Complete Website Works Ltd.. 2. PRICES i. All prices for Services provided by Complete Website Works Ltd. to Customer are UK pounds Sterling. ii. Customer shall be responsible for paying all taxes of any nature which become due with regard to Complete Website Works Ltd. services, except for taxes on Complete Website Works Ltd.'s income, irrespective of which party may be responsible for reporting or collecting such taxes.

2 3. ORDER/RENEWAL ACCEPTANCE, PAYMENT i. All orders are subject to acceptance by Complete Website Works Ltd.. An order will be deemed to have been accepted by Complete Website Works Ltd. when written confirmation of the order is sent to the Customer, in the form of a letter, or invoice. These Terms and Conditions are deemed to be accepted by the customer, on payment of a deposit. We may refuse to accept any order or renewal, or delay acceptance of any order or renewal until such time that any condition that we choose to impose has been fulfilled. Such refusal or such conditions may not be unreasonable and we agree to provide the Customer with reasonable notice via , Letter or Fax of any intent to delay or decline the acceptance or any such order or renewal. ii. Payment and Terms: Payment shall be made in UK pounds Sterling to Complete Website Works Ltd. into the account designated by Complete Website Works Ltd., or as may otherwise be agreed in writing by the parties. Payments are due upon provision or renewal of Services. Credit terms are offered at the discretion of Complete Website Works Ltd. and Customer eligible for credit shall be notified before Services are provided. Services provided without agreed credit terms are due for payment on provision and payment must reach Complete Website Works Ltd. no more than five (5) working days from receipt of invoice unless otherwise indicated either in writing or on the invoice. All credit terms or lack thereof are at the sole discretion of Complete Website Works Ltd. who reserve the right to restrict the availability of credit terms to Customer. If due to bank charges, transfer fees, or the like, Complete Website Works Ltd. should receive less than its invoice amount, Complete Website Works Ltd. will re-invoice Customer for the shortfall. In the event that any account remains unpaid, or becomes unpaid due to a payment chargeback, five (5) days after presentation of invoice or (if credit terms have been agreed between the parties) five (5) days after the invoice due date, Complete Website Works Ltd. may discontinue, withhold or suspend all and any services to Customer and/or its customer(s) to whom such unpaid amounts relate. Complete Website Works Ltd. will not and can not be held liable for loss of business, revenue or goodwill resulting from the suspension, withholding or discontinuation of and Services due to unpaid accounts. No guarantee, written or implied, will be considered to be in force, until such time that the full payment has been received by Complete Website Works Ltd. for the provision of such Services. 4. LIMITATION OF Complete Website Works Ltd. OBLIGATIONS AND LIABILITY i. Complete Website Works Ltd. may discontinue any Services, or may require fulfilment of conditions Complete Website Works Ltd. may choose to impose as a prerequisite for

3 continuing to provide any Service. Such discontinuation or requirement may not be unreasonable, however, and Complete Website Works Ltd. agrees to provide Customer with reasonable notice via or Fax of any such intent to discontinue or impose conditions. Any and all refunds, made by Complete Website Works Ltd., for any reason, will be paid on the 28th of the month. ii. Services provided by Complete Website Works Ltd. shall be deemed accepted for all purposes thirty days after activation or renewal for such services, if no written claim or objection regarding such services has been received by Complete Website Works Ltd. within the 30-day period. No claim related to such accepted services shall be raised. iii. Complete Website Works Ltd. liability to Customer and/or Visitor and/or any end user of any Service is limited to the amount paid to and received by Complete Website Works Ltd. for services delivered. In no event shall Complete Website Works Ltd. be liable to Customer, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if Complete Website Works Ltd. has been advised of the possibility of such damage. 5. PROPERTY RIGHTS i. Clients are entitled to use all Services offered by Complete Website Works Ltd. for any reasonable use under the terms and conditions contained within this Agreement. All Design Services undertaken by Complete Website Works Ltd. remain the exclusive copyright and property of Complete Website Works Ltd. until full payment has been received by Complete Website Works Ltd. for the provision of such Design Services. On receipt, by Complete Website Works Ltd. of full payment, customer gains full rights to all Design Services produced by Complete Website Works Ltd. with the exception of Design Services which are not the copyright or property of Complete Website Works Ltd. or which has been produced for purposes other than the provision of Services, or which are subject to a licence agreement. ii. In the case that a customer does not renew their services with Complete Website Works Ltd. They may lose their website content in part or altogether. An admin fee for gathering this data may be required for Complete Website Works Ltd. to re-gather this data. 6. DISPUTES The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation without formal proceeding. Any dispute which cannot be so resolved (with the

4 exception of money due on unpaid invoices) shall be subject of arbitration upon written demand of either party. 7. TERM, TERMINATION i. This agreement shall run in accordance with the term of the initial order. It shall be automatically renewed on a regular basis in accordance of the term of the initial order or subsequent change to that term. ii. On termination of any Service offered by Complete Website Works Ltd. to Customer, all duties of Complete Website Works Ltd. under the terms of the Service will be terminated. Where a customer cancels an initial order for services provided by Complete Website Works Ltd., prior to the completion of said services, any monetary deposit or payment for said services is forfeit. 8. PARTIAL INVALIDITY If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. Complete Website Works Ltd. and Customer and/or Visitor agree to negotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision. 9. USE OF ELECTRONIC MAIL The use of shall be considered by both parties as constituting written communication between parties. 10. DOMAIN NAME REGISTRATION Complete Website Works Ltd. will, on request, acquire an Internet Domain Name on behalf of Customer once full payment, including full relevant registration authority fees, has been received by Complete Website Works Ltd.. Any costs incurred by Complete Website Works Ltd. for the registration and renewal of any such domain shall be reimbursed to Complete Website Works Ltd. upon invoice from Complete Website Works Ltd. to Customer, within five days of receipt. A Domain shall be deemed to have been registered on notification in writing from Complete Website Works Ltd. to Customer.

5 11. WITHDRAWAL OF SERVICES ON LEGAL GROUNDS Complete Website Works Ltd. may, without notice, withdraw or restrict any services and/or access rights which Complete Website Works Ltd. reasonably believe are being used for illegal, abusive, unethical, pornographic or immoral purposes including, but not limited to, the transmission of illegal, abusive, unethical, pornographic or immoral material or the sale of illegal, abusive, unethical, pornographic or immoral goods or services. Complete Website Works Ltd. will not and can not be held liable for any illegal use of its services. Complete Website Works Ltd. reserves the right to determine what material, products, services or other website content is and is not abusive, unethical, pornographic or immoral. 12. NOTICES Except with respect to service of process set forth in paragraph 9, all notices may be sent by , Fax or Mail to the address, Fax Number or Address most recently provided and will be effective on transmission. 13. ENTIRE AGREEMENT; MODIFICATIONS This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. Complete Website Works Ltd. may make changes to this agreement on provision of seven (7) day's notice to Customer, advising of the change and the effective date thereof. Notice will appear on Complete Website Works Ltd. news page on Completewebsiteworks.co.uk. Utilisation of Complete Website Works Ltd. Services by Customer and/or its customers and/or access by Visitor following the effective date of such change shall constitute acceptance by Customer and/or Visitor of such change(s). Otherwise, this agreement may not be modified without the written consent of both parties.