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PROPORTICO LIMITED - TERMS & CONDITIONS OF BUSINESS |
Upon contracting with Proportico Limited to provide website Products and/or Services the Client is deemed to have read these terms and conditions of business and agreed to be bound by them . All Website Project contracts entered into by Proportico Limited incorporate these terms & conditions a copy of which is published at www.proportico.com. The headings and numbering in this document are for convenience only and shall not affect the interpretation of these conditions |
1.DEFINITIONS |
Company: Proportico Limited, incorporated in England registered office The Coach House Norton Lane Norton PO20 3NH registered number 5121072 . |
2. OBLIGATIONS |
The Company shall provide the agreed Services and Products to the best of its ability and shall take all reasonable steps to comply with any timetable or other targets for progress/delivery/completion which have been agreed with the Client. The Client shall provide the Company with all requested information and data required to provide the required Services or Products to allow it to comply with the above stated timetable or other targets. |
3. WEBSITE CONTENT MEDIA DELIVERY |
Unless otherwise specified in the Website Project quotation, the Client agrees to provide all text in electronic format (MS Word or similar text files delivered via CD or email) and all photographs and other graphics in electronic format (jpeg, gif, tif, etc). Additional expenses may be incurred and will be invoiced accordingly for corrective work, conversion of media or outside facility charges. Although a reasonable attempt shall be made by the Company to return to the Client any images or printed material provided for use in the Website Project, such return cannot be guaranteed. |
4. RESPONSIBILITY FOR WEBSITE CONTENT AND USE |
The Client will be responsible at all times for the content and use of any website created by the Company as part of a Website Project. The Client will be responsible for compliance with all statutory and regulatory requirements in respect of the content and use of any website created by the Company as part of a Website Project. |
5. FEES AND PAYMENT |
The Company will issue the Client with a Website Project quotation detailing the applicable charges prior to the provision of Services or Products. The Company requires a non-refundable deposit payment from the Client amounting to 50% of the quoted charges prior to the Website Project commencing. The balance of charges are payable upon completion of the Website Project. All invoices must be paid in full by the Client upon receipt of the invoice. If payment is not made by the due date, the Company will cease all work on behalf of Client and in addition shall be entitled, without limiting any other rights it may have, to suspend the Client's website and email accounts. All Products and Services remain the property of the Company until the Client has made payment in full. All fees are non-refundable once paid. By paying the Website Project final invoice, the Client shall be taken to be fully satisfied that the Website Project has been completed to their full satisfaction with no errors or omissions. Any subsequent revisions or additions to the Website Project shall be chargeable at current rates. |
6. TERMINATION |
Any agreement between the Company and the Client may be terminated without the need to give cause, by the Company or the Client giving not less than 3 months’ written notice to the other party . |
7. DESIGN CREDIT |
The Company reserves the right to include a link to www.proportico.com ("website by proportico") in small typeface at the foot of each page comprising the Client’s website. The Company also reserves the right to include details of any website developed by it for a Client on the Company website www.proportico.com. |
8. SEARCH ENGINE PROMOTION |
The Company will, where agreed with the Client, submit the Client’s website to several major search engines (cost free submissions) as part of the Website Project but cannot and does not guarantee high rankings in search engine results. The Company can accept no responsibility or liability if any search engine, online directory or search site submitted to chooses not to list a Client's web site. After the initial submission, any further submissions requested by the Client shall be chargeable. |
9. WEB HOSTING |
Clients should note that the Company uses third party hosting services, and reserves the right to change the hosting service used at will so as to provide the most reliable and cost-effective service possible. The Company shall not be liable for breaks in service or availability of the Client's website, except insofar as it will extend the hosting period paid for by a period equal to the period of any such break in service. The Company shall not be liable for the misuse of data of any kind associated with the Client’s website and obtained in a fraudulent or illicit manner by third parties. The Client represents to the Company that all elements of text, graphics, photos, designs, trademarks, or other art work furnished to the Company for inclusion in Web pages are owned by the Client or that the Client has the right to use such elements and will indemnify the Company against all costs and expenses arising from any lawsuit or other action arising from the use of such elements furnished by the Client. Under no circumstances may the Client use the Products for the hosting or communication of, reference to or linking to any of the following: Backups are made by the third party provider of hosting services, however, no guarantees are made of any kind as to the integrity of these backups. The Client is strongly advised to maintain their own backup copies of data. The Client is responsible for keeping any usernames, passwords and other sensitive data safe. If a breach is suspected, the Client is required to request a change of login details by contacting the Company. |
10. COMMUNICATION |
Any notice or other communication to be given by either party under these terms and conditions must be in writing (oral notice is not sufficient) and be by first class post or e-mail to the last known postal or e-mail address of the other party. Where notice is given by sending in this manner it shall be deemed to have been received by the other party. To prove the giving of a notice it shall be sufficient to prove it was dispatched. |
11. RIGHTS/COPYRIGHT |
Once the final Website Project invoice has been paid in full, the Client is assigned rights to use as a 'website' the design, graphics, and text contained within the finished website. However, all programming/source code utilised in or developed for the Website Project by the Company shall remain the property of the Company and may be used for other Company projects or sold to other parties at the Company's discretion. The rights to photographs, graphics, 3rd party source code, etc, shall remain the property of their respective owners. |
12. DOMAIN NAMES |
The Company shall not be liable to the Client for any failure to register or renew any website name (domain name), or for any delay in so doing which results in the loss of the domain name. |
13.FORCE MAJEURE |
In no event shall The Company be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labour disturbance, interruption of or delay in transportation, unavailability of or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the services. |
14. LIMITATION OF LIABILITY |
Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Client or any third party by reason of representation, (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of any contract between the Company and the Client, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of Products or Services or their use by the Client, and the entire liability of the Company under or in connection with the supply of Products or Services shall not exceed one and one quarter times the total charges paid by the Client to the Company , except as expressly provided in these Conditions. The parties acknowledge that the Company has set its prices and entered into a contract for the supply of Products or Services to the Client in reliance upon the limitations of liability and the disclaimers of warranties set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitation and exclusions of liability will survive and apply even if found to have failed of their essential purpose. |
15. INDEMNITY |
The Client will indemnify, defend and hold the Company, and its officers, directors, employees, agents and affiliates (each, an “indemnified party”) harmless from and against any and all costs, liabilities, losses and expenses, including, but not limited to, reasonable attorneys’ fees (collectively, “losses”) resulting from or arising out of any claim, suit, action, arbitration or proceeding (each, an “action”) brought by a third party against any indemnified party relating to: (i) a breach or alleged breach by The Client of any of its representations, warranties, covenants or obligations herein, (ii) infringement or misappropriation of any intellectual property rights, including but not limited to rights of privacy, patent, copyright, trade secret, trademark rights and/or licenses, (iii) injury caused by any negligence or wilful misconduct of the Client, or (iv) use of the services. |
16. DIRECTORS, OFFICERS AND EMPLOYEES |
It is agreed that having regard to the Company’s interest in limiting the personal liability and exposure to litigation of directors, officers and employees of the Company, the Client will not bring any claim in respect of any damage against any of the Company’s directors, officers or employees personally. |
17. RIGHTS OF THIRD PARTIES |
Except to the extent that officers or employees of the Company can benefit from the provision “Officers and Employees” herein, it is hereby agreed between the Company and the Client that the Contracts (Rights of Third Parties) Act 1999 does not apply to the terms of this contract. |
18. MODIFICATION |
The Company reserves the right to add, delete, or modify these Terms and Conditions at any time. Any changes will be disclosed via the Company website at www.proportico.com. |
19. GENERAL |
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby. |
20.LAW |
These conditions and all other express terms of contract shall be governed and construed in accordance with the laws of England |
Last Revised: 15th April 2007 |