The named client is engaging SpiderwebZ, as an independent contractor for the specific web design project of developing and/or improving a web site, hereinafter referred to as “web design project” which may be installed on the client’s account on an Internet Service Provider (ISP) / Web Presence Provider (WPP) computer, hereinafter refer to as “Hosting Service” if required to perform services. If required to perform services the client hereby authorises SpiderwebZ to access this account and authorises the Hosting Service to provide SpiderwebZ with “full access” to the client’s account and any other programs needed for this web design project that are included as part of the client’s service agreement/level.
2. Acceptable Use.
An acceptable use policy is part of these terms and conditions of hosting any information associated with the domain name. This is necessary because the proliferation of abusive electronic mail and practices generated by a minority of the Internet users can interrupt services. The exhibit with the description of the acceptable use policy is posted on our website and the exhibit is part of these terms and conditions.
3. Copyright and Trademarks.
You agree that SpiderwebZ will not be liable for any indirect or consequential damages, including but not limited to, loss of profits or for any claim made on the client by any other party, even though SpiderwebZ may have been notified of such damage or claims.
We shall not be liable to you for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the goods or failure to perform its obligations under this agreement where such delay is caused directly or indirectly by an act of God, armed conflict, labour dispute, civil commotion, intervention of a government, inability to obtain labour, materials or manufacturing facilities, accidents, interruptions of, or delay in, transportation or any other cause beyond our control.
You agree to defend, indemnify and hold us harmless from and against any and all claims, losses, liabilities and expenses (including attorneys’ fees) related to or arising out of the services provided by us to you under this agreement, including without limitation claims made by third parties (including your customers) related to any false advertising claims, liability claims for products or services sold by you, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder, or for any content submitted by you for publication by us. All images and content of the web site designed by SpiderwebZ shall be the copyright responsibility of the client on acceptance of the web site and no liability shall be accepted by SpiderwebZ for copyright of same images or content.
If, despite the other provisions of this agreement, SpiderwebZ is found to be liable to you then its liability for any single event or series of related events is limited to the Fees.
Due to the public nature of the Internet, all material submitted by you for publication will be considered publicly accessible. SpiderwebZ does not screen in advance customer material submitted to SpiderwebZ for publication. SpiderwebZ’s publication of material submitted by customers does not create any express or implied approval by SpiderwebZ of such material, nor does it indicate that such material complies with the terms of this agreement.
4. Web Site Maintenance.
This agreement allows for minor web site maintenance to pages over a 1-month period, up to an average of one half hour per regular web site, including updating lines and making minor changes to a sentence or paragraph. It does not include updating or replacing nearly all the text from a page with new text, major page reconstruction, new pages, guest books, discussion webs, navigation structure changes, attempted updates by client repairs or web design projects delivered to the client via diskette. The period of 1 month begins on the date the clients web design site has been published to client’s hosting service or 30 days from the date this agreement was signed, which ever comes first. If the client’s web design package includes database access using Server Side Script, then very minor page code changes will be accepted under this maintenance plan. Major page code and/or database structural changes will be charged at current hourly rates.
5. Completion Date.
SpiderwebZ and the client must work together to complete the web design project in a timely manner. We agree to work expeditiously to complete the web design project no later than 45 days after the client has submitted all necessary materials or by agreement.
6. Project Delivery.
The web site design project delivery shall be completed upon receipt of the payment associated with delivery. Delivery may be accomplished by publishing, electronic transfer, or physical media. The client understands that SpiderwebZ may not be providing any hosting services in connection with this web design project. Hosting services may require a separate contract. The client will be solely responsible for all hosting service charges. The client assumes all responsibility for the use and functionality of the web design project.
If the Project Delivery includes publishing, SpiderwebZ will make a good faith effort to accommodate client’s requested method of publishing. In the event SpiderwebZ is not able to accommodate the request method of publishing the following statements apply.
8. Electronic Commerce Laws.
The client agrees that the client is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend SpiderwebZ and its subcontractors from any claim, suit, penalty, tax or tariff arising from the client’s exercise of Internet electronic commerce.
9. Web Design Project Copyright.
Original web site content specifically requested by the customer and designed under work for hire shall be the intellectual property of the customer once final payment under this agreement and any additional charges incurred have been paid. Rights to clipart, photos, graphics, source code, work-up files and computer programs that are not specifically requested and designed under work for hire are not transferred to the client, and remain the property of their respective owners. SpiderwebZ and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios.
Payments must be made promptly based on the agreed schedule.
11. Legal Notice.
SpiderwebZ does not warrant that the functions contained in the web design project will be uninterrupted or error-free. The entire risk as to the quality and performance of the web design project is with the client. In no event will SpiderwebZ be liable to the client or any third party for any damages, including, but not limited to service interruptions caused by Acts of God or any other circumstances beyond our control, any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web design project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or site visitor’s computer or Internet software, even if SpiderwebZ has been advised of the possibility of such damages.
12. This Agreement.
This agreement constitutes the sole agreement between SpiderwebZ and the client regarding this web design project. Any additional work not specified in this contract must be authorised by a written request. All prices specified in this contract will be honoured for 3 months from date offered. Acknowledgement of agreement after that time will require a review of current pricing and new agreement. This agreement supersedes any prior written or oral agreements between the parties.
This agreement may be modified or amended if agreed by both parties.
If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed written, construed, and enforced as so limited.
15. Waiver of Contractual Right.
The failure of either party to enforce any provision of this agreement shall not be construed as a waiver of limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this agreement.
16. Governing Law.
This agreement shall be governed by and interpreted and enforced in accordance with the laws applicable therein without reference to rules governing choice of laws. Any action relating to this agreement must be brought in North Down County Court you irrevocably consent to the jurisdiction of such courts.
Any notice, direction or other communication given under this Agreement shall be in writing and given by sending it via e-mail or via regular mail. In the case of e-mail, valid notice shall only have been deemed to have been given when an electronic confirmation of delivery has been obtained by the sender, in the case of notice to us to info@SpiderwebZ.co.uk or authorised representative, in the case of notice to you, at the e-mail address provided by you in this agreement, in your WHOIS record for the website domain name or as updated from time to time. Any e-mail communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 4:00 p.m. and otherwise on the next business day. Any communication sent via regular mail shall be deemed to have been validly and effectively given 5 business days after the date of mailing.