WNW Design Terms and Conditions

Parties:
1 "The Developer": WNW Design Ltd of 2nd Floor, 11 Rolle Street, Exmouth, Devon EX8 1HH.
2 "The Customer":
Recitals:
(A) The Developer is engaged in the business of designing, developing and creating websites for Customers.
(B) The Customer wishes to engage the Developer to provide certain website design, development and creation services, search engine optimisation as well as hosting and email forwarding services and the Developer agrees to accept the engagement subject to the terms and conditions of this Agreement.

1 Definitions

* 'Development Fee' means the fee for the development of the Website.
* 'Services' means the website design, search engine optimisation, hosting, email forwarding and other services to be provided by the Developer at such times and at such locations as shall be agreed between the Developer and the Customer.
* 'Services Fee' means the fee for the Services.
* 'SPAM' means sending messages indiscriminately to multiple mailing lists, individuals, or newsgroups and/or sending unsolicited mail promoting a website or service hosted on the Developer's servers.
* 'Website' means www. website comprising all pages described.
* 'Website Specification' means the specification for the Website.

2 Website Development Services, Completion and Delivery
2.1 In consideration for the payment by the Customer of the Development Fee, the Developer will:
2.1.1 discuss the Customer's website requirements and develop an initial design of the Website for approval by the Customer.
2.1.2 Upon receipt of the Customer's written approval of the Developer's design (which approval shall not be unreasonably delayed or withheld), the Developer will make such reasonable revisions to the initial design of the Website and the Website Specification as shall be agreed and then develop the Website in accordance with the Website Specification and timetable;
2.1.3 In consideration for the payment of the Services Fee, the Developer will provide the Services.
2.1.4 Unless otherwise agreed between the Customer and the Developer, the Customer agrees to provide the component parts of the www site (namely the text and images) within thirty (30) days of his Customer's acceptance of these terms, failure to do so will render this agreement null and void.

2.2 the Developer will notify the Customer that the Website is ready to sign off and upon payment by the Customer of the balance of the Development Fee and upon the Customer signing off that it is satisfied with the website so created the Developer will transmit the Website to the Customer.

3 Search Engine Optimisation
3.1 Prior to work being undertaken by the Developer in relation to Search Engine Optimisation the Customer will assure the Developer in writing that:

3.1.1 It has not employed the services of another Search Engine Optimisation Company to work on the website at the same time as the Developer.
3.1.2 It has not employed the services of a Submission Company during the same period.
3.1.3 It has not created any duplicate sites, duplicate content or pages, redirects or doorway pages.
3.1.4 It has not requested or exchanged links with link farms or undertaken any spamming techniques that may prejudice the web site's ranking with search engines.

3.2 The Developer reserves the right to terminate its engagement by the Customer if at any time it is suspected that the target web site (i.e. the Customer's web address whose optimisation is the object of the campaign) or web pages linked thereto are involved in any practice which the Developer deems to be illegal or unethical.

3.3 The Developer will strive to ensure the Customer achieves 'top rankings' across the major search engines for the agreed key phrases. 'Top rankings' mean that the Customer's selected search terms will be placed in the first 3 results pages on many of the major search engines including (but not exclusively) the following: Google.co.uk, Yahoo.co.uk, MSN.co.uk, AltaVista.co.uk, AllTheWeb.com, Ask.co.uk, Teoma.com & AOL.co.uk.

3.4 The Developer can give no guarantee to the Customer either in relation to the ranking provided by any search engine or to the duration in time a web address will retain its ranking nor can it guarantee or quantify any increase in traffic to the web address resulting from the optimisation campaign. Notwithstanding this the Developer will use its best endeavours to maintain the ranking of the Customer's web address and to respond promptly to any fluctuations in the Customer's web address ranking with the major search engines.

4 Hosting, Domain Names & Email
4.1 For the terms and conditions referable to hosting, domain names and email the Customer is referred to the Developer's Service Level Agreement available for inspection by clicking here

5 Fees and Charges
5.1 The Fee shall be payable within 14 days of the date of the Developer's invoice.

5.2 The Fee shall be exclusive of value added tax for which the Customer shall be additionally liable and may be varied if the Customer's requirements change at any time during the performance of this Agreement.

5.3 If the Fee is not received by the due date, the Developer reserves the right to charge interest at the rate of 4% per annum above the base lending rate of Barclays bank from time to time in force from the due date until the date of payment.

6 Intellectual Property Rights
6.1 The Customer acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the development of the Website and all rights in any core files created or developed by the Developer in connection with the development of the Website are and shall remain the sole property of the Developer and the Developer hereby grants to the Customer a non-exclusive right to use all such rights in accordance with the Website Specification. The Customer shall not at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership by the Developer thereof.

6.2 In the event that new inventions, designs or processes evolve in the performance of or as a result of this Agreement, the Customer acknowledges that the same shall be the property of the Developer unless otherwise agreed in writing by the Developer.

6.3 The Customer shall indemnify the Developer fully against all liabilities, costs, damage, damages and expenses which the Developer may incur as a result or work done in accordance with the Customer's instructions in the development of the Website which infringe any copyright, trade mark or other intellectual property right (including but not limited to framing or linking to third party websites and/or third party proprietary material) of any third party.

7 Warranties and Liability
7.1 The Developer warrants that the services provided under this Agreement will be provided with reasonable care and skill.

7.2 Save as expressly provided in clause 6.1, the Developer shall not be liable by reason of any representation (other than fraudulent representations), or any implied warranty, condition or other term or any duty at common law or under the express terms of this Agreement for any indirect, special or consequential loss or damage (whether loss of profit, contracts, business or goodwill or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Developer, its employees or agents or otherwise) which arise out of or in connection with this Agreement.

7.3 Proofs of all work may be submitted for Customer's approval and the Developer shall incur no liability for any errors not corrected and communicated by the Customer in proofs so submitted. Any alterations suggested by the Customer and additional proofs necessitated thereby may result in additional charges.

8 Confidential Information
8.1 All information, drawings, specifications, documents, contracts, design material and all other data which the Developer may have imparted and may from time to time impart to the Customer relating to its know-how, business, clients, prices, services, software, the Website, contracts (including this Agreement), website design, architecture and content is proprietary and confidential.

8.2 The Customer hereby agrees that it will use such confidential information and all other data solely for the purposes of this Agreement and that it will not at any time during or any time after the completion, expiry or termination of this Agreement use or disclose the same whether directly or indirectly, to any third party without the Developer's prior written consent.

8.3 The Customer further agrees that it will not itself or through any subsidiary or agent, use, sell, license, sub-license, create, develop or otherwise deal in any confidential information supplied to it by the Developer or obtained pursuant to this Agreement.

8.4 The Developer agrees to keep Customer information confidential and stored securely.

9 Termination
9.1 The Developer may terminate this Agreement at any time by giving not less than thirty (30) days prior written notice to the Customer.

9.2 Either party may by notice in writing immediately terminate this Agreement if the other shall:

9.2.1 be in breach of any of the terms of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied within 21 days of receipt of a written notice specifying the breach and requiring its remedy
9.2.2 be unable to pay its debts or enter into compulsory or voluntary liquidation or compounds with or convenes a meeting of its creditors or has a receiver or manager appointed or (being an individual or firm) becomes bankrupt or ceases for any reason to carry on business or takes or suffers any similar action.

9.3 Within seven (7) days of the date of termination of this Agreement for whatever reason, the Customer will return or destroy (as the Developer will instruct) hard copy forms of the Website, the Developer's designs, graphics and all audio-visual and hard copy material and data relating to the Website and purge all magnetic media forms of the Website and all software and related materials and provide the Developer with a certificate certifying that the original and all copies of such material (in whole or in part), in any form of media have been so returned or destroyed and/or purged as the case may be and permit the Developer's personnel or agents to collect, destroy or purge the same.

9.4 Termination of this Agreement shall be without prejudice to any accrued rights of either party.

10 Force Majeure
10.1 Neither of the parties to this Agreement shall be responsible to the other party for any delay in performance or non-performance due to any causes beyond the reasonable control of the parties hereto ('Event of Force Majeure'), but the affected party shall promptly upon the occurrence of any such cause so inform the other party in writing, stating that such cause has delayed or prevented its performance hereunder and thereafter such party shall take all action within its power to comply with the terms of this Agreement.

10.2 In the event that the Event of Force Majeure shall continue for a continuous period of 2 months, then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.

11 Notice
11.1 Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be delivered or sent by first class post or by facsimile transmission to the address of the other party set out in this Agreement (or to such other address as may have been notified) and any such notice shall be deemed to have been served, if delivered, at the time of delivery, if sent by post 48 hours after posting and if sent by facsimile, 1 hour after transmission.

12 Waiver
12.1 The waiver by either party of a breach or default of any provision of this Agreement by the other shall not be construed as a waiver of any succeeding breach of the same or other provisions of this Agreement.

13 Transfer
13.1 The Customer shall not assign, sub-contract or otherwise transfer this Agreement without the prior written consent of the Developer, which consent shall not be unreasonably withheld. For the avoidance of doubt, the provisions of this clause shall not apply to the Developer.

14 Entire Agreement
14.1 This Agreement sets out the entire agreement of the parties and supersedes all prior agreements and understandings relating to its subject matter. This provision shall not apply in the case of fraud.

15 Law and Jurisdiction
15.1 This Agreement shall be governed by English law and the parties shall submit to the exclusive jurisdiction of the English Courts.
Signed by the parties on the date set out at the head of this Agreement.