Terms and Conditions of Business

1. Interpretation

1.1 In these conditions:-

“Client” means the Person named in the Design Specification for whom the Supplier has agreed to provide the Specified Service in accordance with these conditions;

1.2 “Design Specification” means the specification to which these conditions are appended;

1.3 “Person” includes corporations, partnerships and individuals;

1.4 “Specified Service” means the service to be provided by the Supplier for the Client and referred to in the Design Specification;

1.5 “Supplier” means Louise Rose (Trading as Black & White Cat);

2. Authorisation

Upon the signing of the Design Specification by the Client and the Supplier, the Client agrees to be bound by the following Terms and Conditions:

2.1 The Client agrees to engage the Supplier, as an independent contractor for the specific project of developing and/or improving a web site or web pages in accordance with the Design Specification, to be installed on the Client's web space on a third party web hosting service's computer.

2.2 The Client hereby authorises the Supplier to access the Client’s web space, and authorises the web hosting service to provide the Supplier with ‘write permission’ for the Client's webpage directory, cgi-bin directory, and any other directories or programs which may need to be accessed for the purposes of completing the project.

2.3 If indicated on the Design Specification the Client will also authorise the Supplier to submit details of their completed website to web search engines, as well as other web directories and indexes.

2.4. The Client agrees not to restrict the Supplier’s access to the web hosting service (by changing of the password or otherwise) whilst material designed, supplied and/or currently maintained by the Supplier is being displayed with a third party web host.

2.5. Where the copyright to materials on a web host’s servers is owned by the Supplier, the right is reserved to terminate this agreement and take action to try to retrieve materials, should access to the web hosts facilities be denied.

2.6. If the Supplier is unable to retrieve work owned by the Supplier from the Client’s web hosts, or from the Client him/herself upon termination of this agreement and if the Client has also not taken actions to remove work owned by the Supplier from display then the Supplier reserves the right to Invoice the Client for the full cost of purchasing the rights to the work

2.7 Where the Client is required to give any consents, permissions, authorisations or the like hereunder they shall (if so requested by the Supplier) be given in writing and in such terms as the Supplier may reasonably require

3. Website Elements and Design

3.1 The Client agrees to supply the Supplier in a timely fashion with content, photographs and other graphics as agreed in the Design Specification. The Supplier agrees to design the website according to the agreed Design Specification, with such modification as it may consider necessary or desirable in the Client’s interests, including all agreed design and implementation elements.

3.2 The Client shall virus check all data supplied to the Supplier prior to the commencement of the project.

3.3 In the event that the Client desires additional web pages, photographs or graphics beyond the original details set out in the Specification the Client agrees to pay the Supplier for the additional work.

3.4 If the Supplier believes extra work to be necessary, then the client will be provided with a quotation for the cost of the additional work. Additional work will not start without the approval of the client.

3.5 The Supplier reserves the right to refuse to design sites or use materials that it feels (in its absolute discretion) are offensive, defamatory or inappropriate in anyway.

3.6 The Supplier reserves the right to include a discrete link back to our web site from the Client’s web site.

4. Minor Maintenance

4.1 Unless specified to the contrary in the Design Specification the Client agrees to purchase a Minor Maintenance Package at cost of £35.00 for 12 months. The package entitles the client to the continued use of the material owned by the Supplier and a maximum of 4 minor changes over the course of the 12 month period. Minor changes include updating links and making minor changes to a sentence or paragraph. Changes such as, but not limited to, complete replacement of large areas of text and the alteration of images would be considered major changes. The Supplier reserves the right (acting reasonably) to define the difference between minor and major changes. If the Client or an agent other than the Supplier attempts updating the client's pages, time to repair web pages will be assessed and quoted for, in addition to any maintenance contract purchased. The twelve month maintenance period commences upon the date of receipt of full payment.

4.2 In order that the web-site be kept in a well maintained state that reflects well on the parties, a renewal fee shall be payable annually for the minor maintenance package. The Client will be sent an invoice 30 days before the package is due to expire and the maintenance package will be renewed upon receipt of full payment.

4.3 Should the Client not wish to renew the annual maintenance contract then they must advise the Supplier in writing at least 30 days before the renewal date and the web-site will be removed from the web hosts’ servers. Web sites that are removed from the Client’s web host and are no longer in use remain the property of the Supplier unless otherwise agreed in writing with the Client.

4.4 Should the Client not wish to renew the annual maintenance contract, but wants to retain the use of material supplied and owed by the Supplier, then the Supplier will invoice the Client for the full cost of purchasing the rights to the work.

4.5 Once the web site is live it is the clients responsibility to check the web site’s satisfactory performance . The Supplier will not make any changes to the web site unless notified in writing by the Client.

4.6 Changes requested by the Client beyond those limits stated above will necessitate the purchase of a Full Maintenance Contract (referred to in clause 6 of these conditions) or will be charged for separately and in addition to the Minor Maintenance contract.

5. Secure Credit Facilities

5.1 If secure credit facilities are required then the agreement for this service is between the Client and the relevant provider and the Client is responsible for ensuring that they adhere to any relevant terms and conditions set out by the provider. The Supplier shall have no liability in respect of the provision of such facilities.

6. Full Maintenance

6.1 If the Full Maintenance Package is selected and indicated on the Design Specification, the Supplier agrees to provide updates to content on the website for a period of twelve months up to the agreed number of updates detailed on the Specification. Continued service after the twelve month period will require a new agreement.

6.2 The Client authorises the Supplier to access the web hosting account, and authorises the web hosting service to provide the Supplier with ‘write permission’ for the Client's webpage directory, cgi-bin directory, and any other directories or programs which need to be accessed for maintenance of the website. This service does not include any redesign of the website.

6.3 Prices of the Full Maintenance Package will depend upon the number and type of updates agreed upon in the Design Specification and will be indicated on the Design Specification.

7. Web Hosting

7.11 The Client acknowledges that any web hosting services require a separate contract with a web hosting service. The client agrees to select a web hosting service which allows the Supplier full access to the website and a cgi-bin directory via FTP and telnet.

The Client further acknowledges that if the web hosting service's operating system is not a Unix system, standard CGI software may not work, and providing a substitute may incur additional charges.

7.2 If required, the Supplier can assist the Client in finding a web hosting service, but this does not imply a recommendation or endorsement of the web host by the Supplier. The Client acknowledges that in this instance the contract for web hosting is between the Client and the web host and the Supplier has no liability in respect of it. .

7.3 No liability can be accepted for the safety of data with a third party host.

8. Completion Date

8.1 Time for delivery of the web site shall not be of the essence. The Supplier will always attempt to work to meet any specified deadline, but cannot be held responsible for delays in Clients failing to supply the correct information/content or for delays caused by any other third party.

8.2 The Supplier is not liable for any delays caused by unforeseen circumstances or technical difficulties.

8.3 If the Supplier has reasonable grounds for believing that there is likely to be any delay in the design process you will be contacted to discuss this.

9. Payment of Fees.

9.1 The Supplier agrees to provide the web design services as described in the Design Specification and Quotations issued to and approved by the Client.

9.2 All quotations are valid for 30 days.

9.3 Fees to the Supplier are due and payable as follows : 50% deposit upon signing this agreement, 50% when the web pages have been constructed according to the Design Specification and published to a test location.

9.4 The Client will be deemed to approve the web site (available to view at a test location) 14 days after the Client has received written notification of its completion unless the Client notifies the Supplier in writing of any outstanding defects before the end of the period. Costs to remedy such defects will be met by the Supplier to the extent that they fall within the Design Specification.

9.5 An invoice will be presented to the client for the remaining 50% and will be due for payment within 14 days of submission. The web site will be removed from the test location 14 days after the initial date of posting and will be posted to the Client’s web host on receipt of full payment.

9.6 Overdue invoices of 30 days after their due date, will incur an additional 5% charge added to the total invoice amount and for each month of non-payment thereafter. The Client agrees to pay all fees incurred, should collection of payments outstanding to the Supplier prove necessary.

9.7 Advertising the pages to Web search engines (if requested on the Specification) occur only after the final payment is made and the site has been ‘made live’.

9.8 The Supplier makes no warranty or representation (express or implied) regarding the results that may be obtained from the use of any search engines registered on behalf of the Client or that such search engines will meet the Client’s requirements, be secure, uninterrupted, or error free.

9.9 The Supplier reserves the right not to post or supply sites, or to suspend services until receipt of the full balance.

9.10 The Supplier also reserves the right to take action to remove materials provided by the Supplier if payments are late.

10. Assignment of Project.

10.1 The Supplier reserves the right to assign subcontractors to this project to ensure that work is completed in an appropriate and timely fashion.

11. Warranties

11.1 The Supplier does not warrant that the operation of the web pages will be uninterrupted or error-free when hosted by a web hosting service, or that the web site will be compatible with any particular browser or software.

11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from any contract.

12. Limitation of Liability

12.1 In no event will the Supplier be liable to the Client or any third party for any damages, including any lost business, lost profits, revenue, data or goodwill or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or web site, notwithstanding that the Supplier has been advised of the possibility of such damages occurring.

12.2 The Supplier shall not be held responsible to the Client for any liability of the Client to any third party or other consequential losses.

12.3 The Supplier shall not be liable in any way whatsoever for:

12.3.1 Any damages to or viruses that may infect a site visitor’s access to, use of or browsing in any site designed by the Supplier.

12.3.2 Any damages which result from the downloading of data, material, text, images, audio, video or from any site designed by the Supplier.

12.4 The Supplier’s maximum aggregate liability to the Client under or in connection with the provision of the services in respect of any loss whether such claim arises in contract or in tort shall not exceed a sum equal to twice the amount of the annual fees payable for design and maintenance services or the amount recoverable by the Supplier in respect of such claim from its insurers (whichever shall be the higher). The Supplier’s total liability to the client shall not exceed such level for each and every claim. The Client agrees that the Fees have been set after taking full account of the limitations and exclusions in this condition and that the sum in this condition reflects the respective parties position on liability.

12.5 The Web Site will be created by the Supplier with a view to ongoing maintenance by the Supplier. If the Web Site is not being maintained by the Supplier no liability whatsoever is accepted by the Supplier for any use of the Web Site by the Client or any third party.

12.6 The Supplier is not liable in respect of its obligations under these conditions which result directly or indirectly from interruption or failure in software or services provided by third parties.

12.7 The termination of any contract between the Supplier and the Client shall not affect the provisions of this condition 12 which shall continue thereafter.

13. Copyrights and Trademarks.

13.1 The Client represents to the Supplier and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Supplier for inclusion in web pages are truthful and owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Supplier and its subcontractors from any claim or suit arising from the use of such elements provided by the Client.

13.2 Copyright to the finished assembled work of web pages, all design and artwork and all underlying codes produced by the Supplier is owned by the Supplier, unless otherwise agreed in writing with the Client. The Supplier and its subcontractors also retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios or for the purposes of their own publicity and advertising.

13.3 The Supplier shall be entitled to make reference to its relationship with the Client in its publicity material.

13.4 The Client confirms that it shall not exploit, alter, or jeopardise the artistic integrity of any work produced by the Supplier.

13.5 The Supplier reserves the right to terminate this agreement and to remove materials owned by the Supplier from web hosts servers, should the materials supplied be misused in anyway.

14. Laws Affecting Electronic Commerce.

14.1 From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Supplier and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client's exercise of Internet electronic commerce.

15. Sole Agreement.

15.1 The agreement contained in these Terms and Conditions and the Design Specification to which they are appended constitutes the sole agreement between the Supplier and the client regarding this website. Any additional work not specified in this contract must be authorised in writing.

16. Confidential Information

16.1 The Supplier agrees not to divulge clients’ passwords to anyone not specifically authorised by the Supplier to complete works. The Supplier also agrees to take reasonable precautions to ensure that they are not discovered by any other people.

16.2 Subject to the provisions of condition 16.3 each party shall treat as confidential information all information and data whether written or oral relating to each party obtained from the other party in connection with these Conditions and shall not divulge such information to any person (except to such party’s employees and sub-contractors and then only to those employees and sub-contractors who need to know the same) without the other party’s prior written consent

16.3 The obligation of confidentiality in condition 16.2 shall not apply to any confidential information which:

16.3.1 either party can prove, by producing documentary evidence to the disclosing party within 14 days of disclosure of the confidential information, is rightfully in the possession of the receiving party prior to the commencement of negotiations leading to the placing of the order for the work by the Client (and not subject to confidential undertakings);

16.3.2 is already public knowledge or becomes so at a future date (otherwise than as a result of breach of this Condition);
16.3.3 is trivial or obvious;

16.3.4 is required to be disclosed by either party by law (including any order of a court of competent jurisdiction); or 16.3.5 the disclosure of which has been authorised in advance in writing by the party to whom the confidential information relates.

16.4 The provisions of this Condition 16 shall remain in full force and effect notwithstanding any termination, cancellation or suspension of this agreement.

17. Deposit Payment and Refund Policy.

17.1 This contract begins with a deposit payment as agreed on signing. If the Client halts work and applies by registered letter for a refund within 30 days, to the Supplier, work completed shall be billed and deducted from the initial payment, the balance of which shall be returned to the Client.

17.7 If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the Client shall be liable to pay for all work completed.

17.3 No portion of this initial payment will be refunded unless written application is made within 30 days of signing this contract.

18. Breach of contract by the Client

18.1 In the event that the Client breaches any of these conditions and such breach is not or cannot be remedied to the Supplier’s satisfaction within 14 days notice from the Supplier to remedy the breach then without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to terminate any contract with the client without any liability to the Supplier and all invoices rendered (and the value of all work in progress) shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

19. General

19.1 If any provision of these Conditions is found to be wholly or partly invalid illegal void or unenforceable such invalidity, illegality, voidability or unenforceability shall be deemed severable and the remaining Conditions shall remain in full force and effect.

19.2 These Conditions are governed by English law and the parties submit to the exclusive jurisdiction of the courts in relation to any dispute in respect of the Conditions.

19.3 No waiver by the Supplier of any breach of a condition of a contract by the Client shall be considered to be a waiver of any subsequent breach of the same or of any other provision.

19.4 The Client must not sell assign sub-licence or transfer its rights under a contract with the Supplier without the Supplier’s prior written consent. The licence granted to the Client under these Conditions is personal to the Client.

19.5 These Conditions, and the documents referred to in them, constitute the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of these Conditions.

19.6 Each of the parties acknowledges and agrees that in entering into these Conditions, and the documents referred to in them, it does not rely on, and shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to these Conditions or not) other than as expressly set out in these Conditions as a warranty. The only remedy available to it for breach of the warranties shall be for breach of contract under the terms of these Conditions. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.