1.1 – “Services” means the Design service, Domain Name Registration, Website hosting services, email services and any other internet hosting service provided by the company to the client.
1.2 – The company is BMS WEB SERVICES a division on BMS MARKETING SERVICES LTD.
1.3 – “Work” means the product of the service provided by the company to the client which encompasses; web design, logo design, all design for print and any other design related product provided.
1.4 – “Client” means any customer be they a person, or a business placing an order with the company.
1.5 – “Contract” means the document provided by the company to the client detailing the particulars of the order along with the terms and conditions, either by or through a combination of hard copy, faxed copy, or email.
1.6 – “Project” means the process of executing the work proposals detailed in the contract.
1.7 – “Server” means the computer server equipment operated by our Server providers in connection with the provision of the Hosting services.
1.8 – “Webspace” means the area on the Server allocated by the company to the client for use by the client to host their website on the Internet.
2.APPLICATION OF THE WEB TERMS AND CONDITIONS.
These terms and conditions apply to all contracts for the sale of all services by the company to the client. No other terms and conditions shall be binding upon the parties.There are no promises, terms, conditions, obligations, oral or written, expressed or implied, other than those contained herein, or confirmed in writing by the company and attached hereto.
2.1 – By signing the contract, the client and the company shall both be bound by these terms and conditions.
2.2 – The company reserves the right to alter, add and subtract from these terms and conditions at any time. The most up to date terms and conditions are available to view online at www.bmsmarketingltd.co.uk these online terms and conditions replace any previously agreed and it is the responsibility of the client to make themselves aware of the latest terms and conditions.
2.3 – Any variation to these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless confirmed in writing by the company.
2.4 – All orders for services shall be deemed to be an offer by the client to purchase services in accordance to these terms and conditions.
2.5 – Signing of this contract, shall be deemed conclusive evidence of the client’s acceptance of these terms and conditions.
3.1 – Quotes given expire 15 days after the issue date on the contract.
3.2 – If in any case the client wishes to terminate the contract before its completion the client must pay a “Kill Fee” of: £150 To cover wasted time.
3.3 – The Kill Fee (3.2) is taken in addition to any payment received before the date of termination, this includes any upfront payments.
3.4 – The web design project must be completed within 10 weeks of the signature date on this contract; it cannot be postponed or delayed unless otherwise agreed by the company in writing and attached hereto.
3.5 – If the web design project runs over 10 weeks due to client fault, a charge of 15% of the original price quoted on the contract will be applied to the final invoice to cover schedule inconvenience. The contract will also be re-assessed and the client will be quoted appropriately. Figures 3.2 and 3.3 still apply. Any payment made before the re-assessment will be deducted from the final invoice.
3.6 – Print quotes are independent of design quotes, a design contract does not bind the client to print.
3.7 – If any significant changes need to be made to the contract after signing the company is entitled to make any changes deemed fit to the quoted price. If an agreement cannot be arranged figures 3.2 and 3.3 still apply.
4.0 – The full amount of the cost of the order is payable on signing here of.
4.1- Where agreed with the company payment can be made with an initial 50 per cent deposit with the remainder of the fee due on completion. The client understands that this is non refundable in accordance with figure 3.3
4.2 – The client is legally required to pay the full amount determined above within 30 days from the date specified in the invoice provided on completion of the work.
4.3 – If any payment is not made on or before 30 days after the invoice date, the company is entitled to charge interest thereafter per day on the value owed at the rate of 4% P.A. above the current base rate of Barclays Bank plc.
4.4 – The client is not permitted to make any deductions from the final amount for any reason, any deductions will be at the discretion of the company.
4.5 – If the client is not purchasing Hosting and Domain Services with the company, the client must purchase both domain name and hosting before any web based work is carried out. In this case the client is the owner and is responsible for their domain and hosting.
5.1 – The client is liable for any copyright breaches on any content provided by the client to the company.
5.2 – All content that is the creation of the company is the property of the company subsequently the company retains the right to publish such work as his own.
5.3 – Any design work that is subsequently used after termination of the contract is a breach of copyright, for which the client can be held liable.
5.4 – The company retains no rights to any concepts or content provided by the client, subsequently the company does not retain the right to re-create, resell or distribute any business concepts, text content or images provided by the client.
6. DEADLINES AND DELAYS.
6.1 – The company cannot be held responsible for delayed delivery on any work that is due to client fault, for instance: Delay in signing off proofs, delay in providing any content that has been specified as a requirement or any change in the content that has already been provided. The company also cannot be held responsible for any delays that are not solely the fault of the company.
6.2 – After signing this contract if the client needs to shorten or specify a deadline it is not guaranteed that the company will be able to meet the requirements.
6.3 – If the client wishes to shorten or specify a deadline the company is entitled to make any amendments deemed necessary to the quote provided.
7.1 – The client shall indemnify the company, keep the company indemnified and holds the company harmless from and against any breach by the client of these terms of business.
7.2 – Any claim brought against the client by a third party resulting from the provision of work by the company to the client and the client’s use of the work, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses, howsoever suffered or incurred by the client, the company shall not be held liable for.
8.1 – The company shall not be held liable for failing to perform to the contract for any reason that is not solely the fault of the company.
8.2 – In any event no claim shall be brought unless the client has notified the company of the claim within one year of it arising.
8.3 – The company shall not be held liable in any case for any damages, loss of anticipated profits, loss of revenue, contracts or any other inconsequential damages that arise from any cause associated with the company or the property of the company, this includes design work (5.2).
8.4 – All property supplied to the company by the client or on behalf of the client shall remain at the client’s risk, The client should insure accordingly.
8.5 – The company shall not be held liable for any leak of information or confidential material provided by the client, this includes, a leak or malpractice of any kind by a third party that the company has outsourced work to, domain loss due to hacking or as a result of hacking by a third party, password leaking due to theft or any circumstance that is not solely the fault of the company.
9.1 – The company cannot be held responsible for any loss or damage during transit of client property (8.4) or print deliverables. It is up to the client to insure accordingly.
9.2 – Web site delivery will take the form of the website going live and will be executed upon receipt of payment in full. (A CD containing files for backup is available on request.)
10. APPLICATIONS OF HOSTING AND DOMAIN NAME SERVICES TERMS AND CONDITIONS.
10.1 – The quantity and the description of the services shall be as set out in the contract and to the best knowledge of the company is accurate, however the company cannot guarantee the accuracy of this description or quantity.
10.2 – The company makes no representation and gives no warranty as to the accuracy or quality of information received by any person via the server and therefore the company shall have no liability for any loss or damage to the client caused by the server or any data stored on the server.
10.3 – The client shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the server.
10.4 – It is the responsibility of the client to take regular backups of their website and databases, hence the company shall not be responsible for any loss of data in any case.
10.5 – The client undertakes and warrants to the company that they will use the webspace allocated to them only for lawful purposes.
10.5.1 – The client will not use the webspace or server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will the client authorise or permit any other person to do so.
10.5.2 – The client will not use the web space or server to post, link to or transmit: (a) – Any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, blasphemous, profane or otherwise objectionable in any way.
(b) – Any material containing a virus or other hostile computer program.
(c) – Any material which constitutes, or encourages the commission of a criminal offence or which infringes any patent, trade mark, design right, copyright and any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
10.6 – The client will not send bulk email whether opt-in or otherwise from our network. Nor will the client promote a site hosted on our network using bulk email.
10.7 – The client will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.
10.8 – The company reserves the right to remove any material which is deemed inappropriate by the company from the client’s web space without notice. The company does not host Warez or illegal MP3 content.
10.9 – The company shall keep secure any identification, password and other confidential information relating to the client’s account and shall notify the client immediately on discovery of any known or suspected unauthorized use of the account or breach of security, including loss, theft or unauthorized disclosure of passwords or other security information.
10.10 – The client shall observe the procedures which the company may from time to time prescribe and shall make no use of the server which is detrimental to our other customers.
10.11 – The client shall ensure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.
10.12 – Any domain names purchased by the company on behalf of the client are owned and registered to the company, the domain is then rented by the client from the company.
10.13 – Web space allocated to the client by the company remains property of the service providers, the fees paid by the client are for rental of the company for a specific time.
10.14 – By signing this contract, in the case of an individual client, the client warrants that he/she is at least 16 years of age. If the client is a company, the client warrants that the web space, server or any other service provided by the company will not be used by anyone under the age of 16 years.
10.15 – While the company will use every reasonable endeavor to ensure the integrity and security of the server and the client’s web space, The company does not guarantee that the server or web space will be free from unauthorized users or hackers, hence the company shall be under no liability for any damage or failure caused by any third party who has gained access to the server or the client’s web space as a result of hacking or a security leak.
11. HOSTING CONTRACT.
11.1 – The hosting contract begins upon receipt of payment from the client. This may include the time required for a cheque to clear at a bank.
11.2 – The hosting contract immediately ends upon the client cancelling the service, failing to clear the account balance upon renewal date or by means of figure.
11.3 – Once the hosting contract has ended, all liabilities for alterations, changes, or errors become the responsibility of the client.
12.1 – The company shall use every reasonable endeavor to ensure availability of the server and services to the client at all times, but the company shall not in any event be liable for interruptions of service or down-time of the server.
12.2 – The company shall have the right to suspend any of the services provided at any time and for any reason, without notice. However if such suspension lasts or is to last for more than 7 days the client will be notified of the reason.
12.3 – Any services provided by the company to the client including the client’s account with the company cannot be transferred or used by anyone other than the client.
13.1 – All charges payable by the client for the services shall be in accordance with the scale of charges and rates published at the time.
13.2 – The client acknowledges that the company retains the right to change the price of the service for the next annual renewal of the service in any way.
13.3 – All payments for these services must be made in advance before any services, including Domain Name Registration commences.
13.4 – All payments for these services are not refundable under any circumstances.
13.5 – Payment is due on the anniversary day following the date that the services were established until closure notice is given. If the client chooses to pay by credit or debit card, the client hereby authorizes the company to debit the clients account renewal fees from this debit/credit card.
13.6 – All payments must be in UK Pounds Sterling.
13.7- If any sum payable is not paid on or before the due date, the company shall be entitled forthwith to suspend the provision of services and/or terminate this agreement forthwith without notice to the client.
13.8 – If an account goes unpaid for at least ten days, the account and its associated services will be suspended. A £20.00 charge will be applied upon account reactivation to cover administration costs.
13.9 – Once an account has been suspended, access to files, databases and other content is explicitly denied. All files, databases and other content including the account itself will be permanently deleted after twenty days of account suspension.
13.10 – Should access to files, databases and other content be required before they are permanently removed from the server, they can be delivered on a CD at a charge of £15.
14.1 – No refunds will be made for suspended services or on termination of an account in any case in accordance with figure 6.4.
14.2 – If the client breaks any of these terms and conditions the company may suspend the services and/or terminate this agreement forthwith without notice to the client.
14.3 – If the client is a company and goes into insolvent liquidation, suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with creditors, the company shall be entitled to suspend the services and/or terminate this agreement forthwith without notice to the client.
14.4 – The company reserves the right to suspend services and/or terminate this agreement for any reason at any time.
14.5 – The client also reserves the right to cancel the services at any time. Figure 6.4 still applies.
14.6 – On termination of this agreement or suspension of the services the company shall be entitled immediately to block the client’s web space and to remove all data located on it.
14.7 – Upon termination of an account, the client’s use of the domain will be ceased, the domain will return to the control of the company, in accordance to figure 4.12.
15.1 – The client shall indemnify the company, keep the company indemnified and holds the company harmless from and against any breach by the client of these terms of business.
15.2 – Any claim brought against the client by a third party resulting from the provision of services by the company to the client and the client’s use of the services and the server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses, howsoever suffered or incurred by the client, the company shall not be held liable for.
16.1 – The company shall not be held liable for failing to perform to the contract for any reason that is not solely the fault of the company.
16.2 – In any event no claim shall be brought unless the client has notified the company of the claim within one year of it arising.
16.3 – The company shall not be held liable in any case for any damages, loss of anticipated profits, loss of revenue, contracts or any other inconsequential damages that arise from use of the service or any other action taken by the company that adhere to these terms and conditions.
16.4 – All property supplied to the company by the client or on behalf of the client shall remain at the client’s risk, unless otherwise agreed in writing, this includes data provided by any format. The client should insure accordingly.
17.1 – This agreement shall be governed by and construed in accordance with English law and the client hereby submits to the non-exclusive jurisdiction of the English courts.
18.1 – Nothing in this agreement shall confer, nor do the parties intend it to confer, any enforceable right on any third party and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
18.2 – This Contract shall be governed by the Laws of England and the parties submit to the exclusive jurisdiction of the English Courts in relation to any dispute hereunder.
19.1 – Any notice to be given by either party to the other may be sent by email, fax or recorded delivery to the address of the other party as appearing in this agreement or such other address as the party may from time to time have communicated to the other in writing.
In the case of the company to:
BMS SEO SERVICES.
BMS Marketing Services Ltd,
Unit 31 Moorlands Business Centre,
19.2 – By interpretation this contract is deemed confirmed at the company’s place of business.