Terms and Conditions

WEBSITE DESIGN WORK - TERMS AND CONDITIONS

These terms and conditions apply to all contracts between “Web-Digital” and every customer “The Client” for design work of every nature provided by Web-Digital. 

1. DEFINITIONS

1.1 – “Services” means the design service provided by Web-Digital to the client.
1.2 - “Work” means the product of the service provided by Web-Digital to the client which encompasses; web design, logo design, and any other design related product provided.
1.3 - “Client” means any customer be they a person, or a business placing an order with Web-Digital.
1.4 - “Contract” means the document provided by Web-Digital 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.
1.5 – “Project” means the process of executing the work proposals detailed in the contract.
1.6  -  "Guarantee Period” means the period of time for which the money back guarantee is available for. The Guarantee Period is 7 days.
1.7 - “Money Back Guarantee” means your right to return the software and be refunded the purchase price of the website development in accordance with the terms set out in clause 14.
 

2. APPLICATION OF THE TERMS AND CONDITIONS

The terms and conditions set out herein shall apply to all contracts for the sale of design services by Web-Digital to the client. No other terms and conditions shall be binding upon the parties; this contract embodies the entire understanding between 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 Web-Digital and attached hereto.

2.1 - These terms and conditions shall apply to all contracts for the sale of services by Web-Digital to the client with the exclusion of any other terms and conditions except those in accordance with figure 2.4.
2.2 - By signing the contract, the client and Web-Digital shall both be bound by these terms and conditions.
2.3 - Web-Digital 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.Web-Digital.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.
2.4 - 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 Web-Digital.
2.5 - All orders for services shall be deemed to be an offer by the client to purchase services in accordance to these terms and conditions.
2.6 - Signing of this contract shall be deemed conclusive evidence of the client's acceptance of these terms and conditions. 

3. CONTRACT AND PAYMENT

3.1 - Quotes given expire 15 days after the issue date on the contract.
3.2 - Full payment of the invoice is required before any work commences.
3.3 - If any significant changes need to be made to the contract after signing Web-Digital is entitled to make any changes deemed fit to the quoted price. 
3.4 - If the client is not purchasing Hosting and Domain Services with Web-Digital, 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.

4. COPYRIGHT

4.1 - The client is liable for any copyright breaches on any content provided by the client to Web-Digital.
4.2 - All content that is the creation of Web-Digital is the property of Web-Digital, subsequently Web-Digital retains the right to publish such work as his own.
4.3 - 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.
4.4 - The client is not permitted to resell or make profit from selling work created by Web-Digital. (If the client wishes to resell work, please ask for a “Resellers Contract” please note, this will affect the quote.)
4.5 - Web-Digital retains no rights to any concepts or content provided by the client, subsequently Web-Digital does not retain the right to re-create, resell or distribute any business concepts, text content or images provided by the client.
4.6 - Unless otherwise specified in writing as part of the contract, the client is responsible for supplying all website content including text, images, videos, sound clips and any other form of digital media that may be relevant. 

5. DEADLINES & DELAY

5.1 - Web-Digital 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. Web-Digital also cannot be held responsible for any delays that are not solely the fault of Web-Digital, this includes printing delays.
5.2 - After signing this contract if the client needs to shorten or specify a deadline it is not guaranteed that Web-Digital will be able to meet the requirements.
5.3 - If the client wishes to shorten or specify a deadline Web-Digital is entitled to make any amendments deemed necessary to the quote provided.
5.4 - In the unlikely case that Web-Digital fails to meet the agreed deadline the client has the option to cancel the contract with no extra fee. However figure 4.6 still applies, if the client still wishes to use the work, the contract must stand and the client must pay the full amount quoted on completion of the work, in accordance to figure 4.3.
5.5 - Deadlines agreed between Web-Digital and the client are NOT inclusive of time taken for printing, the deadline agreed in this contract is for design only. The client must bear this in mind when setting the deadline. 

6. INDEMNITY

6.1 - The client shall indemnify Web-Digital, keep Web-Digital indemnified and holds Web-Digital harmless from and against any breach by the client of these terms of business.
6.2 - Any claim brought against the client by a third party resulting from the provision of work by Web-Digital 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, Web-Digital shall not be held liable for. 

7. LIABILITY

7.1 - Web-Digital shall not be held liable for failing to perform to the contract for any reason that is not solely the fault of Web-Digital.
7.2 - In any event no claim shall be brought unless the client has notified Web-Digital of the claim within one year of it arising.
7.3 - Web-Digital 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 Web-Digital or the property of Web-Digital, this includes design work (5.2).
7.4 - All property supplied to Web-Digital by the client or on behalf of the client shall remain at the client's risk, unless otherwise agreed in writing, this includes; print delivery, data and equipment. The client should insure accordingly.
7.5 - Web-Digital 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 Web-Digital 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 Web-Digital. 

8. DELIVERY

8.1 - Web-Digital 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.
8.2 - 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.) 

9. APPLICABLE LAW

9.1 - 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. 

10. HEADINGS

10.1 - Headings are included in this agreement for convenience only and shall not affect the construction or interpretation of this agreement. 

11. GENERAL

11.1 - 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.
11.2 - 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. 

12. NOTICES

12.1 - 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.
(a) - If such notice is sent by email, it shall be deemed received on the day it was sent unless the contrary is proved.
(b) - If such notice is sent by fax, it shall be deemed received on receipt of an error free transmission report.
(c) - If such notice is sent by recorded delivery, it shall be deemed received two days following the date of posting.
(d) - If such notice is sent by first class delivery, it shall be deemed received four days following the date of posting.
12.2 - By interpretation this contract is deemed confirmed at Web-Digital's place of business. 

13. GUARANTEE

13.1 - In the event of the client being not 100% satisfied with the delivered website, Web-Digital must be notified, in writing, at their registered offices, within the Guarantee Period, detailing each and every item under claim with full reference to the contract. Web-Digital reserve the right to respond and to fix the relevant and applicable points within 30 days. If at the end of this 30 day period the client is still not happy, Web Digital must be notified, in writing, within 7 days, at their registered offices and will then refund all monies paid for the project in full. The ownership of all intellectual property and software shall then revert to Web Digital.

ON-LINE MARKETING (SEO) - TERMS AND CONDITIONS

These terms and conditions apply to all contracts between “Web-Digital” and every customer “The Client” for On-Line Marketing (SEO) 

1. DEFINITIONS

1.1 - “Services” means the service provided by Web-Digital to the client which encompasses on-line marketing (SEO services) 
1.2 - “Client” means any customer be they a person, or a business placing an order with Web-Digital.
1.3 - “Contract” means the document provided by Web-Digital 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.
1.4 - "Audit Report” means a report setting out the current status of the Website with respect to SEO and search engine rankings.
1.5 - "Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business
1.6 - "Quarterly Report” means a report providing details of factors including, but not limited to, competing websites’ search engine rankings.
1.7 - "Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).
1.8 - "Designated Search Engines” means the search engines on which Web Digital shall apply the SEO Services with a view to improving the ranking of the Website as defined in Schedule 1
1.9 - "Intellectual Property Rights” means (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a); (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights
1.10 - "Keyword Report” means a report detailing Web Digital’s recommendations for keywords to be included in the Website.
1.11 - "Required Information” means the information which the Client must supply to Web Digital to enable Web Digital to carry out the SEO Services 
1.12 - "SEO Services” means the SEO services to be provided by Web Digital to the Client in accordance with the terms and conditions of this Agreement
1.13 - "Website SEO” means the application of the SEO services to the Website including, but not limited to, the editing of the Website 

2. Engagement of Web Digital 

2.1 The Client hereby engages Web Digital to provide the SEO Services.
2.2 Web Digital shall complete the SEO Services on a monthly basis for a minimum period of 3 months.
2.3 Web Digital shall be responsible for the quality of the SEO Services and shall ensure that all work is performed with reasonable care and, without limitation, is wholly responsible for ensuring that anyone authorised by him to perform all or any part of the SEO Services shall also do so competently and with reasonable care. 

3. Nature of Engagement 

3.1 Web Digital shall at all times be an independent contractor and Web Digital’s activities and those of his substitutes or employees are at all times under Web Digital’s exclusive direction and control.
3.2Web Digital shall at all times be responsible for organising how and in what order the SEO Services are performed and shall liaise with the Client (or the Client’s representative) to ensure that due account is taken of the impact of the timing of the SEO Services to be performed upon the activities of the Client and any other contractors, consultants and similar third parties also engaged by the Client.
3.3 The engagement under this Agreement is mutually non-exclusive and Web Digital shall be entitled, at his own expense, to substitute or to employ another worker with the requisite skills and experience to perform the SEO Services. Web Digital shall in any event provide such a substitute where the provision of the SEO Services is unduly delayed by absence due to incapacity or for any other reason upon notification by the Client (or the Client’s representative) that a delay is unacceptable.
3.4 Whenever possible and practicable, Web Digital shall use his own equipment, materials and resources to carry out the SEO Services.
3.5 The engagement and appointment of Web Digital under this Agreement does not create any mutual obligations on the part of the Client or Web Digital to offer or accept any further engagement and no continuing relationship shall hereby be created or implied.
3.6 Nothing in this Agreement shall be deemed to create any partnership, joint venture or employment relationships between the Parties. 

4. The SEO Services 

4.1Web Digital shall provide the SEO Services specified in writing to the client by either email or a project proposal in accordance with this Agreement and in particular Clause 2.
4.2 Web Digital shall not incur any charges to the Client including, but not limited to, the setting up of pay-per-click campaigns, without the prior written agreement and authorisation of the Client.
4.3 The Website SEO shall be performed directly and all changes to the Website shall be uploaded directly to the host server via FTP. The Client shall provide the required access credentials including, but not limited to FTP details.
4.4 The Client understands and acknowledges the following:
4.4.1 The times for websites to appear on search engine listings vary and Web Digital can thus not guarantee that the Website will appear immediately on the Designated Search Engines or that its position will change immediately from that which it held prior to the SEO Services being performed.
4.4.2 Web Digital cannot control search engines and cannot provide any guarantee that any of the Designated Search Engines will not change their policies or functionality in such a way that will have a detrimental effect on the ranking of the Website following the completion of the SEO Services.
4.4.3 Web Digital accepts no responsibility for any detrimental effect on the Website’s search engine rankings which results from any activity of the Client or any third party including, but not limited to, alterations to the Website.
4.4.4 Web Digital makes no guarantee that the SEO Services will result in the Website appearing in the top 10 search results on the Designated Search Engines. 

5.Consideration 

5.1 All payments made under this Agreement shall be expressly exclusive of any value added tax chargeable thereon.
5.2 No further payment shall be made to Web Digital for the SEO Services over and above the entitlement set out in this Clause 6 and, without limitation, no payment shall be made to Web Digital in respect of any expenses incurred by Web Digital in completing the SEO Services. 

6.Intellectual Property 

6.1 Upon receipt in full by Web Digital of all sums due under Clause 6, the copyright and any and all other Intellectual Property Rights subsisting in any and all materials created by Web Digital in the course of providing the SEO Services shall be deemed to be assigned to the Client and Web Digital shall be deemed to have waived his moral rights in respect of such work arising out of Chapter IV of the Copyright Designs and Patents Act 1988.
6.2 Nothing in this Agreement shall vest any rights in the Website in Web Digital and sub-Clause 7.1 shall effect the assignment of any Intellectual Property Rights which may arise to the benefit of Web Digital in the Website to the Client. 

7. Web-Digital’s Warranties and Indemnity 

7.1 Web Digital represents, warrants, undertakes, and agrees with the Client as follows:
7.1.1 the work produced in the course of the SEO Services shall be original to Web Digital and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person;
7.1.2 the work produced in the course of the SEO Services shall not, under the laws of England and Wales be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any analogous domestic or foreign legislation and nothing contained in the work will, if published, constitute a contempt of court;
7.1.3 Web Digital shall not assign, licence, transfer, encumber or otherwise dispose of any rights of copyright or any other rights in or to the work produced in the course of the SEO Services except pursuant to this Agreement and shall not enter into any agreement or arrangement which might conflict with the Client’s rights under this Agreement or might interfere with Web Digital’s performance of his obligations under this Agreement;
7.2 The total liability of Web Digital under this Agreement shall be limited to one months payments. 

8. Client’s Warranties and Indemnity 

8.1 The Client represents, warrants, undertakes, and agrees with Web Digital as follows:
8.1.1 the Website shall be original to or otherwise owned by the Client and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person;
8.1.2 the Website shall not, under the laws of any jurisdiction be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any analogous domestic or foreign legislation and nothing contained in the Website will constitute a contempt of court;
8.1.3 the Client shall not enter into any agreement or arrangement which might conflict with Web Digital’s rights under this Agreement or might interfere with Web Digital’s performance of his obligations under this Agreement;
8.1.4 the Client hereby undertakes to indemnify Web Digital and keep Web Digital at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision the legal costs of Web Digital on a solicitor and own-client basis), awards, or damages howsoever arising – directly or indirectly – as a result of any breach or non-performance by the Client of any of the Client’s undertakings, warranties, or obligations under this Agreement. 

9.Confidentiality 

9.1 Both Parties undertake that, except as provided by sub-Clause 10.2 or as authorised in writing by the other Party, they shall at all times during the continuance of this Agreement and after its termination:
9.1.1 keep confidential all Confidential Information;
9.1.2 not disclose any Confidential Information to any other party;
9.1.3 not use any Confidential Information for any purpose other than as contemplated by this Agreement;
9.1.4 not make any copies of, record in any way or part with possession of any Confidential Information; and
9.1.5 ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 10.
9.2 Subject to sub-Clause 10.3, either Party may disclose any Confidential Information to:
9.2.1 any of their sub-contractors, substitutes, or suppliers;
9.2.2 any governmental or other authority or regulatory body; or
9.2.3 any of their employees or officers or those of any party described in sub-Clauses 10.2.1 or 10.2.2;
9.3 Disclosure under sub-Clause 10.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 10.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
9.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
9.5 When using or disclosing Confidential Information under sub-Clause 10.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.
9.6 The provisions of this Clause 10 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason. 

10.Termination 

10.1 Either Party may terminate this Agreement at any time with 30 days notice and without giving any reason for such termination providing the minimum 3 months term is met. The 3 month term will automatically be renewed unless 30 days notice is given, prior to the current 3 month arrangement concluding.
10.2 Without prejudice to the generality of sub-Clause 11.1, this Agreement shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances:
10.2.1 either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within 30 days of written notice of such failure from the other Party; or
10.2.2 either Party goes into bankruptcy or liquidation – either voluntary or compulsory – save for the purposes of bona fide corporate reconstruction or amalgamation, or if a receiver is appointed over the whole or any part of that Party’s assets.
10.3 The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under this Agreement. 

11.Nature of the Agreement 

11.1 This Agreement is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.
11.2 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
11.3 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11.4 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision. 

12. Severance 

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable. 

13. Notices 

13.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
13.2 Notices shall be deemed to have been duly given:
13.2.1 when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
13.2.2 when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
13.2.3 on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
13.2.4 on the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party. 

14. Alternative Dispute Resolution 

14.1Any dispute or difference arising between the Parties relating to this Agreement or its subject matter shall be referred to a single arbitrator to be agreed upon by the Parties or, failing such agreement, to be appointed by the then President of the Law Society, such arbitrator to have all of the powers conferred upon arbitrators by the laws of England and Wales.

15. Law and Jurisdiction 

15.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
15.2 Subject to the provisions of Clause 15, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

HOSTING AND DOMAIN SERVICES

These terms and conditions apply to all contracts between “Web-Digital” and every customer “The Client” for hosting and domain services of every nature provided by Web-Digital. 

1.1 - The quantity and the description of the services shall be as set out in the contract and to the best knowledge of Web-Digital is accurate, however Web-Digital cannot guarantee the accuracy of this description or quantity.
1.2 - Web-Digital makes no representation and gives no warranty as to the accuracy or quality of information received by any person via the server and therefore Web-Digital shall have no liability for any loss or damage to the client caused by the server or any data stored on the server.
1.3 - The client shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the server.
1.4 - It is the responsibility of the client to take regular backups of their website and databases, hence Web-Digital shall not be responsible for any loss of data in any case.
1.5 - The client undertakes and warrants to Web-Digital that they will use the webspace allocated to them only for lawful purposes.
1.5.1 - 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.
1.5.2 - The client will not use the webspace 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.
1.6 - 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.
1.7 - The client will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.
1.8 - Web-Digital reserves the right to remove any material which is deemed inappropriate by Web-Digital from the client's webspace without notice. Web-Digital does not host Warez or illegal MP3 content.
1.9 - Web-Digital 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 unauthorised use of the account or breach of security, including loss, theft or unauthorised disclosure of passwords or other security information.
1.10 - The client shall observe the procedures which Web-Digital may from time to time prescribe and shall make no use of the server which is detrimental to our other customers.
1.11 - The client shall ensure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.
1.12 - Any domain names purchased by Web-Digital on behalf of the client are owned and registered to Web-Digital, the domain is then rented by the client from Web-Digital.
1.13 - Webspace allocated to the client by Web-Digital remains property of the service providers, the fees paid by the client are for rental of the webspace for a specific time.
1.14 - 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 webspace, server or any other service provided by Web-Digital will not be used by anyone under the age of 16 years.
1.15 - While Web-Digital will use every reasonable endeavour to ensure the integrity and security of the server and the client's webspace, Web-Digital does not guarantee that the server or webspace will be free from unauthorised users or hackers, hence Web-Digital 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 webspace as a result of hacking or a security leak. 

2. SERVICE AVAILABILITY

2.1 - Web-Digital shall use every reasonable endeavour to ensure availability of the server and services to the client at all times, but Web-Digital shall not in any event be liable for interruptions of service or down-time of the server.
2.2 - Web-Digital 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.
2.3 - Any services provided by Web-Digital to the client including the client's account with Web-Digital cannot be transferred or used by anyone other than the client. 

3. PAYMENT

3.1 - All charges payable by the client for the services shall be in accordance with the scale of charges and rates published at the time.
3.2 - The client acknowledges that Web-Digital retains the right to change the price of the service for the next annual renewal of the service in any way.
3.3 - All payments for these services must be made in advance before any services, including Domain Name Registration commences.
3.4 - All payments for these services are not refundable under any circumstances.
3.5 - 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 authorises Web-Digital to debit the clients account renewal fees from this debit/credit card.
3.6 - All payments must be in UK Pounds Sterling.
3.7 - If any sum payable is not paid on or before the due date, Web-Digital shall be entitled forthwith to suspend the provision of services and/or terminate this agreement forthwith without notice to the client.
3.8 - 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.
3.9 - 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.
3.10 - 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. 

4. TERMINATION

4.1 - No refunds will be made for suspended services or on termination of an account in any case in accordance with figure 6.4.
4.2 - If the client breaks any of these terms and conditions Web-Digital may suspend the services and/or terminate this agreement forthwith without notice to the client.
4.3 - 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, Web-Digital shall be entitled to suspend the services and/or terminate this agreement forthwith without notice to the client.
4.4 - Web-Digital reserves the right to suspend services and/or terminate this agreement for any reason at any time.
4.5 - The client also reserves the right to cancel the services at any time. Figure 6.4 still applies.
4.6 - On termination of this agreement or suspension of the services Web-Digital shall be entitled immediately to block the client's webspace and to remove all data located on it.
4.7 - Upon termination of an account, the client's use of the domain will be ceased, the domain will return to the control of Web-Digital, in accordance to figure 4.12. 

5. INDEMNITY

5.1 - The client shall indemnify Web-Digital, keep Web-Digital indemnified and holds Web-Digital harmless from and against any breach by the client of these terms of business.
5.2 - Any claim brought against the client by a third party resulting from the provision of services by Web-Digital 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, Web-Digital shall not be held liable for. 

6. LIABILITY

6.1 - Web-Digital shall not be held liable for failing to perform to the contract for any reason that is not solely the fault of Web-Digital.
6.2 - In any event no claim shall be brought unless the client has notified Web-Digital of the claim within one year of it arising.
6.3 - Web-Digital 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 Web-Digital that adhere to these terms and conditions.
6.4 - All property supplied to Web-Digital 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.

7. APPLICABLE LAW

7.1 - 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. 

8. GENERAL

8.1 - It is always the policy of Web-Digital to develop and improve its services. Web-Digital therefore reserves the right to make any improvements to the designs and specifications of the services.
8.2 - 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.
8.3 - 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. 

9. NOTICES

9.1 - 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.
(a) - If such notice is sent by email, it shall be deemed received on the day it was sent unless the contrary is proved.
(b) - If such notice is sent by fax, it shall be deemed received on receipt of an error free transmission report.
(c) - If such notice is sent by recorded delivery, it shall be deemed received two days following the date of posting.
(d) - If such notice is sent by first class delivery, it shall be deemed received four days following the date of posting.
9.2 - By interpretation this contract is deemed confirmed at Web-Digital's place of business.