Terms and Conditions
In these Terms and Conditions 'we, our, us,' refers to Temerity.co.uk, WebElegance.co.uk & McKenzie-Bell. ACCEPTANCE OF TERMS By accessing the content of www.Temerity.co.uk ('the Web site') you agree to be bound by the terms and conditions set out herein and you accept our privacy policy available here. If you object to any of the terms and conditions set out in this agreement you should not use any of the products or services on the Web site and leave immediately.
You agree that you shall not use the Web site for illegal purposes, and will respect all applicable laws and regulations. You agree not to use the Web site in a way that may impair the performance, corrupt the content or otherwise reduce the overall functionality of the Web site You also agree not to compromise the security of the Web site or attempt to gain access to secured areas or sensitive information.
You agree to be fully responsible for any claim, expense, liability, losses, costs including legal fees incurred by us arising from any infringement of the terms and conditions set out in this agreement.
MODIFICATION
We reserve the right to change any part of this agreement without notice and your use of the Web site will be deemed as acceptance of this agreement.
We advise users to regularly check the Terms and Conditions of this agreement. We have complete discretion to modify or remove any part of this site without warning or liability arising from such action.
LIMITATION OF LIABILITY
We will under no circumstance be liable for indirect, special, or consequential damages including any loss of business, revenue, profits, or data in relation to your use of the Web site Nothing within this Agreement will operate to exclude any liability for death or personal injury arising as result of the negligence of Temerity, its employees or agents.
COPYRIGHT
All intellectual property of Temerity such as trademarks, trade names, patents, registered designs and any other automatic intellectual property rights derived from the aesthetics or functionality of the Web site remain the property of Temerity.
By using the Web site you agree to respect the intellectual property rights of Temerity and will refrain from copying, downloading, transmitting, reproducing, printing, or exploiting for commercial purpose any material contained within the Web site
DISCLAIMERS
The information is provided on the understanding that the Web site is not engaged in rendering advice and should not be wholly relied upon when making any related decision. The information contained with the Web site is provided on an 'as is' basis with no warranties expressed or otherwise implied relating to the accuracy, fitness for purpose, compatibility or security of any components of the Web site
We do not guarantee uninterrupted availability of the www.Temerity.co.uk Web site and cannot provide any representation that using the Web site will be error free. THIRD PARTIES The Web site may contain hyperlinks to web sites operated by other parties. We do not control such web sites and we take no responsibility for, and will not incur any liability in respect of, their content.
Our inclusion of hyperlinks to such web sites does not imply any endorsement of views, statements or information contained in such web sites
SEVERANCE
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in force.
GOVERNING LAW AND JURISDICTION
This Agreement will be governed by the laws of England and any user of the Web site hereby agrees to be bound exclusively by the jurisdiction of English courts without reference to rules governing choice of laws.
EXAMPLE OF OUR CONTRACT STANDARD TERMS FOR ALL WEBSITE WORK.
THESE ARE THE STANDARD TERMS AND CONDITIONS REFERRED TO IN THE FOREGOING CONTRACTS WITH MCKENZIE-BELL
1. DEFINITION OF TERMS
Mark McKenzie-Bell, PO Box 9537, Colchester CO5 0WX trading as McKenzie-Bell
having its principal place of business at Tiptree, Essex, aforesaid
The Client - the entity which enters into a contract with MCKENZIE-BELL
Domain Name - the root address of a Web site, e.g. www.webaddress.com.
All such names must be registered with the appropriate naming authority,
which will usually charge a fee.
Downtime - time when the Web site is not accessible via the Internet.
This may be because of a technical failure of the Host or because
work is being carried out on the site.
Host - the company on whose system the Web site physically resides.
Link, Hyperlink - a 'clickable' link embedded on a web page which
may take the form of a graphic or text.
Search Engine - a Web site which contains a directory of web sites
on the Internet enabling users to find web sites by subject matter
classification.
Web site - a collection of web pages and associated code which forms
an integrated presence.
The Work - the subject matter of the contract between the Client
and MCKENZIE-BELL.
2. FEES
2.1
Fee Payable
A non refundable deposit of 40% of the total fee payable under the
contract is due immediately upon the signing of the contract. The remaining
60% shall become due when the Work is completed to the reasonable satisfaction
of the Client but subject to the terms of Clause 4.3 Approval of Work
and Clause 4.4 Rejected Work hereof. MCKENZIE-BELL reserves the right
not to begin the Work until the said deposit has been paid in full.
The fee quoted in the contract does not include the cost of domain registration,
hosting set up fee or hosting.
2.2
Maintenance Fees
Maintenance, if included in the contract, shall be on a month to
month basis, with a minimum of £10.00 payable in any month where
updating is necessary. Fees will be assessed on an hourly basis at £30.00
per hour or part thereof. No fee will be required in a month where no
updating is necessary. Search engine re-submissions, other than the
original submission included in the contract fee, shall be included
in the maintenance fee.
3. DISCLAIMERS
3.1Third Parties
MCKENZIE-BELL can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client's Web site, although MCKENZIE-BELL will endeavour to ensure that Web site downtime is kept to a minimum.
3.2
Maintenance and Correction of Errors
MCKENZIE-BELL takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Web site after the Work has been completed. Errors (both technical and typographical) attributable to MCKENZIE-BELL will be corrected free of charge, but MCKENZIE-BELL reserves the right to charge a reasonable fee for correction of errors for which MCKENZIE-BELL is not responsible, including, but not limited to malicious modification of the Web site by a third party and typographical errors contained in materials provided to MCKENZIE-BELL by the Client.
3.3
Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. No registration of the Web site with Search Engines will be undertaken unless otherwise agreed with the Client.
3.4
Consequential Loss
Under no circumstances will MCKENZIE-BELL be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimize possible losses as a result of software failure.
3.5
Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued. MCKENZIE-BELL is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
3.6
Search Engine Listings
MCKENZIE-BELL does not guarantee listings on Search Engines and the
Client accepts that it is Search Engines and not MCKENZIE-BELL who
determine whom they list and whom they will not. The Client further
understands
there is no guaranteed placement or rank on the Search Engines and
that a new Web site may never even appear on Search Engines at all.
MCKENZIE-BELL
does not control Search Engines’ algorithms and huge shifts can
appear daily, weekly and even hourly.
4. COMPLETION OF WORK AND PAYMENT
4.1Completion of Work
MCKENZIE-BELL warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. MCKENZIE-BELL will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. MCKENZIE-BELL will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.
4.2
Supply of Materials
The Client is to supply all materials and information required for MCKENZIE-BELL to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials. Where the Client's failure to supply such materials leads to a delay in completion of the work, MCKENZIE-BELL has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount. Where the Client's failure to supply materials prevents progress on the Work for more than 21 days, MCKENZIE-BELL has the right to invoice the Client for any part or parts of the Work already completed.
4.3
Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify MCKENZIE-BELL, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to MCKENZIE-BELL as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the 60% balancing payment under Clause 2.1 Fee Payable will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
4.4
Rejected Work
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by MCKENZIE-BELL to remedy any points reported by the Client as unsatisfactory, and MCKENZIE-BELL considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and MCKENZIE-BELL can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
4.5
Payment
Upon completion of 7 day review period, MCKENZIE-BELL will invoice the Client for the 60% balancing payment in accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 21 days of the date that the invoice was issued.
4.6
Remedies for Overdue Payment
If payment has not been received by the due date, MCKENZIE-BELL has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, MCKENZIE-BELL has the right to replace, modify or remove the Web site and revoke the Client's licence of the Work until full payment has been received. By revoking the Client's licence of the Work or removing the web site from the Internet, MCKENZIE-BELL does not remove the Client's obligation to pay any outstanding monies owing.
4.7
Statutory Interest
Late payment will attract interest and compensation as under the Late
Payment of Commercial Debts [Interest] Act 1998 as amended and supplemented
by the Late Payment of Commercial Debts Regulations 2002.
5. INTELLECTUAL PROPERTY
5.1Offers and Proposals
Offers and proposals made by MCKENZIE-BELL to potential clients should be treated as trade secrets and remain the property of MCKENZIE-BELL. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from MCKENZIE-BELL. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
5.2
Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to MCKENZIE-BELL for inclusion on the Web site The conclusion of a contract between MCKENZIE-BELL and the Client shall be regarded as a guarantee by the Client to MCKENZIE-BELL that all such permissions and authorities have been obtained and that the inclusion of such material on the Web site would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of MCKENZIE-BELL and indemnifies the same from any claims or legal actions however related to the content of the Client's site.
5.3
Domain Name
Any Domain Name obtained will belong to the Client. The Client agrees to indemnify MCKENZIE-BELL, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.
5.4
Licensing
Once MCKENZIE-BELL has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a licence to use the Web site and its contents.
5.5
Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which MCKENZIE-BELL or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from MCKENZIE-BELL. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which MCKENZIE-BELL or their suppliers owns the copyright. MCKENZIE-BELL acknowledges the intellectual property rights of the Client. Information passed in written form to MCKENZIE-BELL, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
6. RIGHTS AND RESPONSIBILITIES
6.1Right to Terminate
MCKENZIE-BELL reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Web site, or any material is illegal, immoral or otherwise unacceptable.
6.2
Events Beyond the Control of MCKENZIE-BELL
MCKENZIE-BELL will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of MCKENZIE-BELL.
6.3
Supply and Pricing of Services
MCKENZIE-BELL reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
7. INTERPRETATION
7.1Jurisdiction
This Agreement shall be governed by the laws of England which shall claim venue and jurisdiction for any legal action or claim arising from the contract between MCKENZIE-BELL and the Client. The said contract is void where prohibited by law.
7.2
Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
7.3
Change of Terms and Conditions
These terms & conditions may change from time to time. The Client will be informed of revisions as and when they are issued.
Standard Terms and Conditions v1 1st May 2006
Signed on behalf of MCKENZIE-BELL …………………………………………….
At……………………………….
Date…………………………….
Witness………………………….
Full Name……………………….
Address……………………….
…………………………………
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Signed on behalf of
…………………………………………….
At……………………………….
Date…………………………….
Witness………………………….
Full Name……………………….
Address……………………….
…………………………………
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