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Terms and Conditions

Cosmic terms and conditions - last updated April 19th, 2017.


Cosmic logo

Telephone: 0845 094 6108

E-mail: [email protected]

Website: www.cosmic.org.uk


PART A: Front Sheet

Customer name: ..................................................

Customer address: ..................................................

("you", "your")

Project Cosmic (a company limited by guarantee)

Trading as Cosmic

East Devon Business Centre
Heathpark Industrial Estate
Honiton
Devon
EX14 1SF

Company registration number: 03308716

(“us”, “our”, “we”)

Services

We will perform the services indicated below with a tick or cross on the terms set out in this agreement.

  • Web development
  • Website hosting
  • Domain management
  • Technical support
  • Consultancy
  • Training

Commencement date: ..................................................

Fixed term: ..................................................

Site: ..................................................

Domain: ..................................................

Notice period: 30 days

Bandwidth limit: N/A

We hereby agree to the terms and conditions set out in this agreement:

  • Customer name: ..................................................
  • Signed: ..................................................
  • Print name: ..................................................
  • Date: ..................................................

We hereby agree to the terms and conditions set out in this agreement:

  • Project Cosmic
  • Signed: ..................................................
  • Print name: ..................................................
  • Date: ..................................................

Your attention is particularly drawn to the provisions of clause 1.


1. INTERPRETATION

1.1 Definitions

In these Conditions, the following definitions apply:

"Business Day"

a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

"Charges"

the charges payable by you for the supply of the Services in accordance with clause 5.

"Conditions"

these terms and conditions including the front sheet, the schedules, annexes as amended from time to time in accordance with clause 11.8.

"Contract"

 

“Disclosing Party”

the contract between us and you for the supply of Services in accordance with these Conditions.

has the meaning given in clause 7.1.

“Due Date”

has the meaning given in clause 5.7.

“Force Majeure Event”

has the meaning given in clause 11.1.

“Inappropriate Content”

has the meaning given in clause 4.1.7.

"Intellectual Property Rights"

all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Open Source Software”

means any software licensed under any form of open-source licence.

“Our Materials”

has the meaning given in clause 4.1.6.

“Receiving Party”

has the meaning given in clause 7.1.

"Services"

 

 

“Your Default”

the services, indicated on the front sheet with a tick or cross, supplied by us to you as set out in the Services Schedule to this agreement.

has the meaning given in clause 4.2.

“VAT”

has the meaning given in clause 5.6.

“Your Materials”

any and all materials, including, without limitation, any text, images, brand names or logos, copy material for uploading to a website, and content of emails supplied by you to us in connection with the Services.

1.2               Construction. In these Conditions, the following rules apply:

1.2.1            a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2            a reference to a party includes its personal representatives, successors or permitted assigns;

1.2.3            a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4            any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

1.2.5            a reference to writing or written includes faxes but excludes e-mails – save for clause 11.8 where the reference to writing includes e-mails.

1.2.6            In the main body of these terms and conditions, a reference to a clause number is a reference to a clause in the main body of these terms and conditions.  Unless otherwise stated, a reference to a clause number in a Schedule is a reference to a clause in that Schedule.

2. BASE OF CONTRACT

2.1          The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract.

2.2          Any samples, drawings, descriptive matter or advertising issued by us, and any descriptions or illustrations contained in our catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract nor shall they have any contractual force.

2.3          These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4          Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.

2.5          In the event of a discrepancy between the terms set out in these terms and conditions and the Schedules to the same, the terms of the Schedules shall prevail.

3. SUPPLY OF SERVICES

In consideration of payment of the appropriate charges:

3.1          We shall supply the Services to you in accordance with the Services Schedule in all material respects.

3.2          We shall use reasonable endeavours to meet any performance dates specified in the Services Schedule, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.3          We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.

3.4          We warrant to you that the Services will be provided using reasonable care and skill.

4. YOUR OBLIGATIONS

4.1               You warrant that:

4.1.1            you have ensured, before entering into this Contract, that the descriptions of the Services in the Services Schedule are complete and accurate and you hereby warrant that this is the case;

4.1.2            you will co-operate with us in all matters relating to the Services;

4.1.3            you will provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us;

4.1.4            you will provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;

4.1.5            you will obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start, including, without limitation, those required in respect of Your Materials;

4.1.6            you will keep and maintain all materials, software code, equipment, documents and other property of ours (”Our Materials”) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation;

4.1.7            you will ensure that Your Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) or the content standards detailed in the Content Standards Schedule (“Inappropriate Content”);

4.1.8            you will maintain back ups of Your Materials.

4.2          If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission of yours or failure by you to perform any relevant obligation (“Your Default”):

4.2.1            we shall without limiting our other rights or remedies, have the right to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of any of our obligations to the extent that Your Default prevents or delays our performance of any of our obligations;

4.2.2            we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 4.2; and

4.2.3            you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default.

5. CHARGES AND PAYMENT

5.1          The Charges for the Services are detailed in the Charges Schedule.

5.2          In addition to the charges detailed in the Charges Schedule, we shall be entitled to charge you for any expenses reasonably incurred by the individuals whom we engage in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the Services, and for the cost of any materials.

5.3          We reserve the right to increase any ongoing fees as detailed in the Charges Schedule, provided that such charges cannot be increased more than once in any 12 month period. We will give you written notice of any such increase 2 months before the proposed date of the increase. If such increase is not acceptable to you, you shall notify us in writing within 4 weeks of the date of our notice and we shall have the right, without limiting our other rights or remedies, to terminate the Contract by giving 4 weeks' written notice to you.

5.4          We shall invoice you in accordance with the Charges Schedule.

5.5          You shall pay each invoice submitted by us:

5.5.1            immediately upon issue of each invoice; and

5.5.2            in full and in cleared funds by BACs to a bank account nominated in writing by us or by an online payment method (for example, and without limitation, PayPal) with our prior agreement and to an account designated by us; and

5.5.3            time for payment shall be of the essence of the Contract.

5.6          All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.7          Without limiting any other right or remedy we may have, if you fail to make any payment due to us under the Contract by the due date for payment (“Due Date”), we shall have the right to charge interest on the overdue amount at the rate of 8 per cent per annum above the then current HSBC Plc’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

5.8          You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.

6. INTELLECTUAL PROPERTY RIGHTS

6.1          Save as provided at clause 6.4, any and all Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by us.

6.2          You acknowledge that, in respect of any third party Intellectual Property Rights, your use of any such Intellectual Property Rights in connection with the Services is conditional on us obtaining a written licence from the relevant licensor on such terms as are reasonable to us and which will entitle us to license such rights to you.

6.3          All Our Materials are the exclusive property of us or are licensed to us.

6.4          You warrant that you own all Intellectual Property Rights in Your Materials or are licensed to use Your Materials on terms which entitle you to pass the same to us in connection with the Services and which entitle us to use the same in the provision of the Services and as otherwise permitted in this agreement.

6.5          You hereby licence us to use Your Materials for the purpose of providing the Services and as otherwise set out in this agreement, including without limitation, as set out in clause 6.7 of these Conditions.  You warrant that you have the power and authority to grant the licence in this clause 6.5.

6.6          You warrant that Your Materials will comply with the standards set out in the Content Standards Schedule.

6.7          You acknowledge and agree that we may make unlimited use of Your Materials to promote, market and advertise our Services and that we may include our name and contact details on materials (including, without limitation, websites or printed matter) bearing the same.  Further, you acknowledge and agree that we may actively promote or publicise the fact that we are or have been providing the Services to you.

6.8          In the event that you use any of Our Materials in a way not licensed in this agreement, we reserve the right to charge you a licence fee, calculated at our then current rates, for such unauthorised use, notwithstanding our right to require you to desist such use forthwith.

6.9          You acknowledge that nothing in these Conditions places any restrictions on our future ability to use Our Materials or any Intellectual Property Rights arising in materials created in the provision of the Services for any purpose.

6.10       You acknowledge and agree that Our Materials may contain Open Source Software and that any Open Source Software is licensed to you under the standard licence terms provided by the relevant third parties, copies of which shall be provided on request, and you agree to be bound by such terms.

7. CONFIDENTIALITY

7.1          A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 7 shall survive termination of the Contract.

7.2          You warrant that you will keep any and all user names and/or passwords that we may supply to you in connection with the Services confidential.  You acknowledge and agree that you are responsible for activity undertaken by anyone using such user names and/or passwords and indemnify us in respect of any and all losses, damages, expenses or claims which may arise from the same.

8. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

8.1          Nothing in these Conditions shall limit or exclude our liability for:

8.1.1            death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;

8.1.2            fraud or fraudulent misrepresentation;

8.1.3            breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

8.1.4            anything else which it would be unlawful for the parties to attempt to exclude liability.

8.2          Subject to clause 8.1:

8.2.1            we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:

(a)                   loss of profit;

(b)                  loss of anticipated profit;

(c)                   loss of data;

(d)                  loss of goodwill or reputation;

(e)                  loss of contracts;

(f)                   loss of anticipated savings;

(g)                  loss of business;

(h)                  loss of opportunity;

(i)                    change to or corruption of data; and

(j)                    or any indirect or consequential loss arising under or in connection with the Contract;

in each case howsoever arising, whether such loss was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise;

8.2.2            our  total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount paid to us by you in connection with the Service directly giving rise to such liability.

8.3          Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8.4          This clause 8 shall survive termination of the Contract.

9. TERMINATION

9.1          Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

9.1.1            the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing of the breach;

9.1.2            the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

9.1.3            the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

9.1.4            a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

9.1.5            the other party (being an individual) is the subject of a bankruptcy petition or order;

9.1.6            a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

9.1.7            an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

9.1.8            a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

9.1.9            a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

9.1.10         any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1.2 to clause 9.1.9 (inclusive);

9.1.11         the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

9.1.12         the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

9.2          Without limiting its other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the Due Date for payment.

9.3          Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party written notice of termination of no less than the Notice Period as defined on the front sheet.

9.4          Without limiting its other rights or remedies, we shall have the right to suspend provision of the Services under the Contract or any other contract between you and us if you become subject to any of the events listed in clause 9.1.2 to clause 9.1.12, or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the Due Date for payment.

9.5          In addition to the rights of termination detailed elsewhere in these Conditions, the Contract, so far as it relates to the provision of the Services detailed in the Hosting Services Schedule, may be terminated in accordance with the provisions of the Hosting Services Schedule.

10. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

10.1.1         you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;

10.1.2         you shall return all of Our Materials immediately;

10.1.3         the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;

10.1.4         clauses which expressly or by implication have effect after termination shall continue in full force and effect; and

10.1.5         any licences granted from us to you shall terminate with immediate effect.  We may be prepared to reinstate some or all such licences in exchange for a licence fee and on terms to be agreed.

11. GENERAL

11.1       Force majeure:

11.1.1         For the purposes of this Contract, Force Majeure Event means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

11.1.2         We shall not be liable to you as a result of any delay or failure to perform our obligations under this Contract as a result of a Force Majeure Event.

11.1.3         If the Force Majeure Event prevents us from providing any of the Services for more than 4 weeks, we shall, without limiting our other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.

11.2       Assignment and subcontracting:

11.2.1         We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party or agent.

11.2.2         You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

11.3       Notices:

11.3.1         Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.

11.3.2         Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

11.3.3         This clause 11.3 shall not apply to the service of any proceedings or other documents in any legal action. For the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

11.4       Waiver:

11.4.1         A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

11.4.2         Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

11.5       Severance:

11.5.1         If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

11.5.2         If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

11.6       No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

11.7       Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

11.8       Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by us.

11.9       Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

SCHEDULE 1 

SERVICES SCHEDULE

PART A: 

Web Development Schedule 

This Web Development Schedule applies if the Web Development box is ticked or crossed on the front sheet of the Contract.

  1. In this Web Development Schedule the definitions below shall apply:

“Acceptance”

the acceptance or deemed acceptance of the Site by you pursuant to clause 4 of this Part A of Schedule 1;

“Acceptance Tests”

the tests to be carried out on the Site as set out in clause 4 of this Part A of Schedule 1;

“CMS”

shall have the meaning given in clause 8.3 of this Part A of Schedule 1;

“Development Services”

shall have the meaning given in clause 2 of this Part A of Schedule 1;

“Non-Supplier Defects”

those defects described in clause 4.4 of this Part A of Schedule 1;

“Project Plan”

the timetable within which we will provide the Development Services as detailed in the Project Plan annexed to this Web Development Schedule;

“Site Specification”

the specification for the Site set out in the Site Specification annexed to this Part A of Schedule 1;

“Visitor”

a visitor to the Site.

  1. SCOPE OF THE PROJECT

In consideration of the relevant Charges detailed in the Charges Schedule, we will design, develop and deliver the Site in accordance with the Site Specification (the “Development Services”) in accordance with the Project Plan.

  1. Your responsibilities

3.1          You acknowledge that our ability to provide the Development Services is dependent upon your full and timely co-operation (which you agree to provide), as well as the accuracy and completeness of any information and data you provide to us.  Accordingly, you shall provide us with access to, and use of, all information, data and documentation reasonably required by us for the performance by us of our obligations under this agreement.

3.2          You shall be responsible for providing Your Materials and for the accuracy and completeness of Your Materials on the Site in accordance with clause 8 of this Web Development Schedule.  For the avoidance of doubt, these obligations are in addition to your obligations relating to Your Materials set out in the terms and conditions forming part of this Contract.

3.3          You acknowledge and agree that we are not responsible for maintaining or updating the Site and you take responsibility for this.

3.4          You acknowledge and agree that we are not responsible for the security of the Site and do not warrant that the same will be secure.

3.5          You acknowledge and agree that we are not responsible for providing upgrades to the Site or for ensuring that the Site incorporates the latest version of any Open Source Software at any time.

  1. development and acceptance of site

4.1          Once we have completed the design and development of the Site in accordance with the Project Plan, we will run the Acceptance Tests.

4.2          The Acceptance Tests shall test compliance of the Site with the Site Specification.

4.3          Subject to Clause 4.5 of this Part A of Schedule 1, Acceptance of the Site shall occur when the Site has passed the Acceptance Tests.  We shall notify you when the tests have been passed and provide the results of the Acceptance Tests to you in writing.  When we have provided the results of the Acceptance Tests to you in writing, we will raise our final invoice.  Once this invoice has been paid in full, we will release the materials that you need in order to make the Site publicly available on the internet or, if the Hosting Services Schedule applies, we will provide the Hosting Services in accordance with the terms of the Hosting Services Schedule.

4.4          If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of you, or by one of your sub-contractors or agents for whom we have no responsibility (“Non-Supplier Defect”), the Site shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Supplier Defect.  We shall provide assistance reasonably requested by you in remedying any Non-Supplier Defect by supplying additional services or products.  You shall pay us in full for all such additional services and products at our then current fees and prices.

4.5          Following any failure to pass the Acceptance Tests in accordance with clause 4.4 above, Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:

4.5.1            you use any part of the Site for any revenue-earning process or to provide any services to third parties other than for test purposes or make the Site available to visitors in a live environment; or

4.5.2            you unreasonably delay the start of any retests for a period of seven working days from the date on which we are ready to commence running such Acceptance Tests or retests.

  1. THIRD PARTY PRODUCTS and/or services

Any third party products and/or services shall be supplied in accordance with the relevant licensor’s standard terms.  The licence fee for such third party products and/or services is not included in the Charges payable pursuant to clause 5.1 of the terms and conditions forming part of these Conditions and must be paid by you directly to such third party.

  1. WARRANTIES

6.1          We shall perform the Development Services with reasonable care and skill and shall use reasonable endeavours to comply with the Project Plan.  The parties agree that time is not of the essence of this Contract.

6.2          We warrant that the Site will perform substantially in accordance with the Site Specification for a period of three months from Acceptance.  If the site does not so perform, we shall, for no additional charge, carry out any work necessary in order to ensure that the Site substantially complies with the Site Specification.

6.3          The warranty set out in clause 6.2 of this Part A of Schedule 1 shall not apply to the extent that any failure of the Site to perform substantially in accordance with the Site Specification is caused by you or Your Materials (in whole or in part).

6.4          Unless otherwise agreed in writing, we are not providing web promotion services, including, without limitation, search engine optimisation services, and do not give any warranties as to the performance of the Site including, without limitation, the rankings the Site will achieve on any search engine or as to the number of Visitors the Site will attract.

6.5          We are not responsible for making or maintaining back ups of the Site.  You acknowledge and agree that you will make and maintain back ups of the Site.

  1. intellectual property rights

7.1          All Intellectual property Rights in the Site (including in the content of the Site and the Site Software but excluding Your Materials) arising in connection with this agreement shall be our property (other than by Open Source Software, which is licensed to us), and we hereby grant you a non-exclusive licence of such Intellectual Property Rights for the purpose of operating the Site.

7.2          You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that Your Materials infringe the Intellectual Property Rights of a third party.

7.3          You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Site infringes any Intellectual Property Rights of a third party, other than infringements referred to in clause 7.2.

7.4          The indemnities in clause 7.2, and clause 7.3 are subject to the following conditions:

7.4.1            the indemnified party promptly notifies the indemnifier in writing of the claim;

7.4.2            the indemnified party makes no admissions or settlements without the indemnifier’s prior written consent;

7.4.3            the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and

7.4.4            the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

7.5          The indemnities in clause 7.2, and clause 7.3 may not be invoked to the extent that the action or claim arises out of the indemnifier’s compliance with any designs, specifications or instructions of the indemnified party.

7.6          For the avoidance of doubt, any source code utilised in or developed as part of the Development Services shall remain our property and may be used by us for other projects or sold to other third parties at our discretion.

7.7          You acknowledge and agree that we may sub-contract certain elements of the Development Services in addition to the sub-contracting arrangements referred to elsewhere in this Contract.  For example, we may, without limitation, instruct a third party to create images, text or photographs for use on the Site.  We will notify you when we do this.  It will be your responsibility to liaise with such third party to ensure that you have all rights necessary to use the materials which they create in connection with the Development Services and to confirm to us that such rights have been obtained at which point such materials shall be deemed to be Your Materials.

  1. SITE CONTENT

8.1          We shall include only Your Materials on the Site.  You acknowledge that we have no control over any content placed on the Site by Visitors and do not purport to monitor the content of the Site.  We reserve the right not to include Your Materials where we suspect such content is Inappropriate Content.  Either party shall notify the other promptly if it becomes aware of any allegation that any content on the Site may be Inappropriate Content.

8.2          We may include a statement such as: “Designed by Cosmic” on the home page of the Site and a hyperlink to our website.

8.3          Once we have received full payment of the Charges due in connection with the Services described in this Web Development Schedule, we will automatically grant you access, on a royalty free, non-exclusive basis, to a Content Management System (“CMS”) to enable you to maintain the content of the Site.  This access may be terminated at any time.  You acknowledge that the CMS is comprised of Open Source Software and that your access to the same is granted under the standard licence terms provided by the relevant third parties, copies of which shall be provided on request, and you agree to be bound by such terms.  In the event that you would prefer us to upload and maintain the content of the site then we may agree to do this on the terms of this agreement.  Our fees in connection with this service would be charged on a time spent basis at our standard hourly rate as detailed in the Charges Schedule.

8.4          In the event that we identify images available from a third party image library which we believe you may wish to consider uploading to your Site, we may notify you of this.  If we do, and you decide to use such images, you must enter into a direct agreement with the relevant image library.  We accept no liability in connection with such agreement and/or your use of such images.  Nor do we warrant that such images are available or suitable for your use.  We do not warrant that your use of such images will not infringe any third party rights including, without limitation, Intellectual Property Rights.

  1. data protection

9.1          We warrant that, to the extent we process any Personal Data on behalf of you:

9.1.1            we shall act only on instructions from you; and

9.1.2            we have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

9.2          In this clause 9, Personal Data has the meaning given in the Data Protection Act 1998.

  1. TERM AND TERMINATION

This agreement shall commence on the Commencement Date and shall continue until terminated in accordance with the terms of the Contract.

Project Plan Annex to Web Development Services Schedule

[Use this Annex to detail the timetable for the work] 

Site Specification Annex to Web Development Services Schedule 

[Use this Annex to detail any Specific Site functionality features)

you are being asked to provide]

SCHEDULE 1

SERVICES SCHEDULE

Part B

Hosting Schedule 

This Schedule applies if the Website Hosting Services box is ticked or crossed on the front sheet of the Contract.

  1. In this Hosting Schedule, the following definitions shall apply:

“Hosting Services”

has the meaning given at clause 2.2 of this Part B of Schedule 1.

“Project Plan”

the timetable within which we will provide the Hosting Services as detailed in the Project Plan annexed to this Hosting Schedule.

“Site”

the website to be hosted by us pursuant to this agreement as defined on the front sheet of the Contract.

“Site Content”

the content provided to us by you from time to time to be displayed at the Site.

“Site Specification”

the specification for the Site set out in the Annex to this Hosting Schedule.

“Visitor”

a visitor to the Site.

“Works”

has the meaning given in clause 4.1 of this Part B of Schedule 1.

  1. hosting

2.1          You shall be responsible for providing the Site Content and for the accuracy and completeness of the Site Content and for ensuring the Site Content does not contain or comprise Inappropriate Content.

2.2          In consideration of the relevant Charges detailed in the Charges Schedule, we shall make the Site Content available to Visitors to the Site in accordance with the Project Plan (“Hosting Services”).

2.3          We shall not be liable for any delays in performing our obligations under this Contract resulting from your failure to fulfil any of your obligations set out in this Contract.  We reserve the right to invoice you for any additional expenses reasonably incurred by us as a result of such delays.

2.4          You acknowledge and agree that we may sub-contract any or all of the Hosting Services.

2.5          You agree that if you exceed any band width limit detailed on the front sheet or otherwise notified by us to you you will pay the additional charges calculated in accordance with the provisions of the Charges Schedule.

2.6          You agree that we are not responsible for making or keeping back ups of Your Materials or other material associated with your Site, including, without limitation, user generated content uploaded to your Site.

2.7          We can, at your request, provide you with up to ten email addresses linked to your site. We may provide you with free virus scanning and spam protection options for use in connection with the emails.  Such services are provided by third parties and we cannot and do not guarantee of the same or accept any liability in connection with the same.

2.8          We may at your request and at our discretion provide an email forwarding service whereby emails sent to up to ten email addresses are automatically redirected to an alternate email address.

  1. warranties

3.1          We shall perform the Hosting Services with reasonable care and skill and will use reasonable endeavours to comply with the Service levels detailed in the Service Levels Annex to this Hosting Schedule.

3.2          We warrant that the Site will perform substantially in accordance with the Site Specification for a period of 90 days from Acceptance.  If the Site does not so perform, we shall, for no additional charge, carry out any work necessary in order to ensure that the Site substantially complies with the Site Specification.

3.3          The warranty set out in clause 3.2 shall not apply to the extent that any failure of the Site to perform substantially in accordance with the Site Specification is caused by you or any or all of Your Materials.

3.4          You warrant that you will not, whether acting directly or otherwise, through any act, omission or negligence put us in breach of the terms of the supplier to whom we may sub-contract the Hosting Services, a copy of such terms can be found at the following link [insert link].  You acknowledge and agree that we may change the third party to whom we sub-contract the Services from time to time and at any time.  If we do, we will notify you of the same and provide you with a copy of the new sub-contractor’s terms and conditions which shall automatically be deemed to replace those detailed in this clause 3.4 and your obligations detailed in this clause 3.4 shall continue in respect of such new terms.

3.5          You warrant that you will:

3.5.1            not use our network to attempt to circumvent user authentication or the security of any host, network or accounts.  This includes, but is not limited to, accessing data not intended for you, logging into a server or account you are not expressly authorised to access, password cracking, probing the security of other networks in search of weakness or violation of any other organisation’s security policy;

3.5.2            not attempt to interfere or deny service to any user, host or network.  This includes, but is not limited to, flooding, mail bombing or other deliberate attempts to overload or crash a host or network.  If you are an initiator or target of a denial of service attack that adversely affects our or someone else’s network, we will terminate your account without warning and without any liability and you will be held responsible for any charges that may result from this action;

3.5.3            co-operate fully and expediently with investigations of violations of systems or network security, including co-operating with law enforcement authorities in any investigation of suspected criminal violations.  We reserve the right to charge you up to £250 plus VAT per complaint to investigate any such complaint;

3.5.4            operate zero tolerance for spam originating from you or anyone associated with you who has access to your systems or for spam advertising their website(s) or service(s).  You are responsible for dealing with spam from or about your company and agree to promptly investigate and deal with any spam or other abuse complaints raised.  We reserve the right to charge you for any assistance required in dealing with any problems associated with spam.

  1. intellectual property rights

4.1          All Intellectual Property Rights in any works arising in connection with the performance of the Hosting Services by us (“Works”) shall be our property and we hereby grant to you a non-exclusive licence to such Intellectual Property Rights for the purposes of hosting the Site.

4.2          We shall indemnify you against all damages, losses and expenses arising as a result of any action or claim that the Works infringe the Intellectual Property Rights of a third party.

4.3          The indemnity in clause 4.2 is subject to the following conditions:

4.3.1            you promptly notifying us in writing of the action or claim;

4.3.2            you making no admissions or settlements without our prior written consent;

4.3.3            you giving us all information and assistance that we may reasonably require; and

4.3.4            you allowing us to have complete control over the litigation and settlement of any action or claim.

4.3.5            such damages, losses and/or expenses do not arise in whole or in part from Site Content.

4.4          The indemnity in clause 4.2, may not be invoked to the extent that the action or claim arises out of our compliance with any designs, specifications or instructions of yours.

  1. Site content

5.1          You acknowledge that we have no control over any content placed on the Site by Visitors and do not purport to monitor the content of the Site. We reserve the right to remove content from the Site where we reasonably suspect such content is Inappropriate Content. We shall notify you if we become aware of any allegation that content on the Site may be Inappropriate Content.

5.2          You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Site Content (including, without limitation, Your Materials) or any material posted to, or linked to, the Site constitutes Inappropriate Content.

5.3          We may include a statement such as: "Hosted by Cosmic" on the home page of the Site.

5.4          Once we have received full payment of the Charges due in connection with the Services described in this Web Development Schedule, we will automatically grant you access, on a royalty free, non-exclusive basis, to a Content Management System (“CMS”) to enable you to maintain the content of the Site.  This access may be terminated at any time.  You acknowledge that the CMS is comprised of Open Source Software and that your access to the same is granted under the standard licence terms provided by the relevant third parties, copies of which shall be provided on request, if you agree to be bound by such terms.  In the event that you would prefer us to upload and maintain the content of the site then we may agree to do this on the terms of this agreement.  Our fees in connection with this service would be charged on a time spent basis at our standard hourly rate as detailed in the Charges Schedule.

  1. Data protection

6.1          We warrant that, to the extent we process any Personal Data on your behalf:

6.1.1            we shall act only on instructions from you; and

6.1.2            we have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

6.2          In this clause 6, Personal Data has the meaning given in the Data Protection Act 1998.

  1. Term and termination

7.1          The Contract, so far as it relates to the Hosting Services shall commence on the Commencement Date and shall (subject to earlier termination pursuant to this clause 7) automatically renew for a further 12 months on the first and each subsequent anniversary of the Commencement Date, unless either party serves notice to terminate.  Such notice, if provided at least four weeks from the next anniversary of the Commencement Date, will take effect from the next anniversary of the Commencement Date.  Such notice, if provided less than 4 weeks from the next anniversary of the Commencement Date will not take effect at the next anniversary of the Commencement Date but will instead take effect from the anniversary of the Commencement Date which falls after the next one.

7.2          We may terminate the Contract so far as it relates to the Hosting Services at any time, without any liability to you, with immediate effect, in the event that the sub-contractors to whom we sub-contract any or all of the Hosting Services terminate their relevant agreement(s) with us.

7.3          For the avoidance of doubt, the rights to terminate set out in clauses 7.1 and 7.2 above are in addition to the rights to terminate detailed in clauses 9.1, 9.2, and 9.3 of the main terms and conditions forming part of the Conditions.

7.4          On expiry or termination of this agreement, so far as it relates to Hosting Services, otherwise than on termination by us, we shall:

7.4.1            promptly return to you Your Materials, and shall provide to you an electronic copy of the Site (including all content on the Site); and

7.4.2            provide such assistance as is reasonably requested by you to transfer the hosting of the Site or another service provider, subject to payment of our expenses reasonably incurred.

Site Specification Annex To Hosting Services Schedule

[Use this Annex to provide any site specific functionality/features e.g. if users are to be permitted to upload content, if there is to be an e-commerce facility etc ] 

1.        We may provide you, from time to time, with free statistical data about, for example, visitor numbers to your Site.  Please note that we do not guarantee the availability of accuracy of such data and do not accept any liability for it.

Service Levels Annex to Hosting Services Schedule

[Use this Annex to provide any agreed service levels]

 

 

 

SCHEDULE 1

 SERVICES SCHEDULE

Part C

Domain Name Management Services Schedule

 

  1. In this Domain Name Management Services Schedule the following terms shall have the following meanings:

“Domain”

means the domain name(s) indicated on the front sheet of this Contract.

  1. management services

2.1          In consideration of the relevant Charges detailed in the Charges Schedule, we will purchase the Domain on your behalf provided it is available for registration.  The Domain will be registered in the names provided to us by you for this purpose.

2.2          You warrant that you will abide by any terms and/or conditions which may be enforced from time to time by the Domain Name Registry responsible for the Domain and the terms found at the link :[insert link].  You acknowledge and agree that the management of your Domain, including, without limitation, transfers, disputes and renewals will be governed by such terms.

2.3          You warrant that the Domain does not infringe the rights of any third party including, without limitation, Intellectual Property Rights. 

2.4          You warrant that neither the Domain nor the purposes for which you intend to use it will breach the content standards set out in the Content Standards Schedule.

2.5          You hereby indemnify us for any loss, and/or damages, and/or costs, and/or expenses and/or other claims which we may suffer as a result of breach of any of the warranties set out in this Domain Name Management Services Schedule.

2.6          We will make reasonable endeavours to inform you when the Domain is due for renewal.  Provided you pay us our fees and any official renewal fees in connection with the renewal of the Domain in good time when requested by us then we will renew the same on your behalf.

2.7          Where we are not contracted to host the website intended to be displayed at the Domain, it is your responsibility to upload materials to the site intended to be displayed at the Domain and to host the same.

2.8          In the event that you wish to transfer the Domain to a third party, we will assist you with this provided you provide us with all the information needed to effect the transfer and make payment of the appropriate fee as detailed in the Charges Schedule or otherwise agreed with us.

2.9          You acknowledge and agree that we may use a third party to register the Domain, you warrant that you will not, whether acting directly or otherwise, through any act, omission or negligence put us in breach of the terms of the supplier to whom we may sub-contract such services, a copy of such terms can be found at www.opensrs.com/docs/contracts/exhibita.htm.  You acknowledge and agree that we may change the third party to whom we sub-contract such services from time to time and at any time.  If we do, we will notify you of the same and provide you with a copy of the new sub-contractors terms and conditions which shall automatically be deemed to replace these detailed in this clause 2.9 of this Part D of this Schedule 1 and in your obligations detailed in this clause shall continue in respect of such new terms.

2.10       Where we register the Domain through Tucows.com we will notify you of this and you warrant that you will not, whether acting directly or otherwise, through any act, omission or negligence put is in breach of the terms found at www.cosmic.org.uk/content/domain-name-registration as amended from time to time.  In the event of a discrepancy between the terms of this contract and the terms found at www.cosmic.org.uk/content/domain-name-registration the terms at www.cosmic.org.uk/content/domain-name-registration shall prevail where the same here have been notified by us to you as applying to the services.

2.11       You warrant that you meet all relevant eligibility criteria as set out by the relevant Registry for your Domain.

2.12       You warrant that you will promptly provide us with any and all information requested by us to enable us to provide the Services detailed in this Part C of Schedule 1.

 

2.13        

SCHEDULE 1

SERVICES SCHEDULE

 

Part D

Technical Support Services

          This Schedule applies if the Technical Support Services box is ticked or crossed on the front sheet of this Contract.

  1. In this Technical Support Schedule the following definitions shall apply

“Support Assumptions”

means those assumptions listed at Annexe 3 to this Part D of Schedule 1;

“Supported Systems”

means the software and/or hardware detailed at annexe 1 to this Part D of Schedule 1.

“Technical Support Services”

means those services detailed in annex 2 to this Part D of Schedule 1

 

  1. We charge for our Technical Support Services on a time spent basis. To benefit from our Technical Support Services, you must purchase, in advance sufficient blocks of our time (“Support Hours”). Support Hours are sold in blocks of 7 hours or as otherwise set out in the Charges Schedule at the rates set out in the Charges Schedule.  It is your responsibility to ensure you have purchased enough Support Hours for your requirements.
  2. Provided you have complied with the Support Assumptions and have purchased sufficient Support Hours, in consideration of the same we will provide the Technical Support Services in respect of the Supported Systems during any Business Day, up to the number of Support Hours you have purchased.
  3. You acknowledge that our ability to provide the Technical Support Services is dependent upon your full and timely co-operation (which you agree to provide), as well as the accuracy and completeness of any information and data you provide to us. Accordingly, you should provide us with access to, and use of, all information, data and documentation reasonably required by us for the performance by us of our obligations under this Agreement.
  4. You warrant that you have obtained all necessary licences, permissions and consents required by us to enable us to provide the Technical Support Services and  you hereby grant us a licence, to the extent required by us to provide the Technical Support Services, to access your software and/or hardware and/or premises (whether the same is owned or licensed to you).
  5. As and when you require the Technical Support Services you will notify us by email  or telephone using the contact details we provide.  We will acknowledge that request within [INSERT HOURS] during a Business Day.
  6. We will provide advice and assistance to queries that you raise with us and within the blocks of Support Time purchased from us.  We do not warrant that we will be able to resolve all queries and/or issues with the Supported Systems. 
  7. We will use reasonable endeavours to provide advice and assistance with two Business Days of acknowledging a request in accordance with clause 6 of this Part D of Schedule 1.
  8. We may conduct an initial audit and you agree to provide all necessary assistance with this.  The audit will be designed to identify, amongst other things, existing faults and/or issues which one to be excluded from the Supported Systems.  We shall have no obligation to provide Technical Support Services unless and until this audit has been completed.
  9. You warrant that you will comply with the Support Assumptions at all times and that we are under no obligation to provide the Technical Support Services if you fail to comply, in whole or in part with the Support Assumptions.

 

Annexe 1 to Part D of Schedule 1

 

Supported Systems

 

[use this annexe to detail the software and/or hardware being supported]

 

The supported software : [INSERT]

The supported hardware:  [INSERT]

Any existing faults and/or issues identified in the audit detailed at clause 9 of Part D of Schedule 1 are not included in the Supported Systems and such faults and/or issues will not be investigated or resolved etc as part of the Technical Support Services.

 

Annexe 2 to Part D of Schedule 1

 

Technical Support Service

 

[use this annexe to detailed the services you will provide]

 

 

  1. A telephone helpdesk to provide first line technical support to users of the Supported Systems to assist you with general enquiries in connection with the operation of the Supported Systems.
  2. Where possible, remote diagnosis and, where possible, correction of faults with the Supported Software.
  3. Where telephone support and/or remove diagnosis is not, in our opinion, appropriate or likely to be effective, or has been tried without success, we may send a technician to your physical location at which the relevant software and/or hardware is located.

 

Annexe 3 to Part D of Schedule 1

Support Assumptions

 

 

 

You will:

 

  1. ensure identified pre-existing faults (including those revealed by any audit we conduct in accordance with this Contract) are resolved or itemised as being excluded from the contract.  Our initial audit will identify defects that require correcting before any further work can be carried out. The best way to resolve these defects will be discussed by both parties;
  2. nominate a Designated Point of Contact and notify us of the identity and contact details of the same;
  3. ensure your servers are protected by anti-virus software and that the same is updated at least every fourteen days;
  4. ensure workstations are protected by anti-virus software and that the same is updated at least every fourteen days;
  5. carryout backups and check the same for operability at least once every fourteen days;
  6. not offer any ICT related work to our employees without the express prior written permission of us, which may be withheld for any reason;
  7. accept and put into practice our advice.

 

 

  1.  

SCHEDULE 1

SERVICES SCHEDULE

 

Part E

Consultancy Services

This Schedule applies if the Consultancy Services box is ticked or crossed on the front sheet of the Contract.

In this hosting schedule, the following definitions shall apply:

“Consulting Hours”

means [insert hours to be engaged].

“Consulting Services”

means advice and assistance in connection with the Project and in accordance with this Contract.

“Project”

means the project detailed in Annexe 1 to this Part E of Schedule 1.

 

  1. In consideration of the Consultancy Charges detailed in the Charges Schedule we will provide the Consultancy Services for the Consultancy Hours with reasonable skill and care.
  2. You acknowledge and agree that our Consultancy Services are designed to assist you in the Project.  We do not warrant the outcome of any Project.
  3. Additional Consultancy Hours can be purchased at rates to be agreed.
  4. You agree to pay our travel expenses at a cost of £0.45 per part mile associated with the provision of the Consultancy Services and any other reasonable costs and expenses.
  5. In the event that the Project involves the publication of materials:-
  6.  
  7.  
  8.  
  9.  

5.1          we will each, acting in good faith, work together to agree the content of such publication;

5.2          neither party shall disclose any information obtained from the other without the other’s prior written consent;

5.3          we will provide copies of all data etc created by us in connection with the same;

5.4          we will confirm the sources of third party materials used by us;

5.5          we shall be entitled to refer to and distribute the publication for marketing purposes;

5.6          we hereby grant a licence to you to use any materials created by us in such publication;

5.7          you warrant that the publication will not be, or contain, anything confidential;

5.8          you warrant that the publication will not infringe any third party rights including without limitation Intellectual Property Rights;

5.9          you hereby indemnify us against any and all losses, claims of expenses arising from a breach of any or all warrants contained in this Part E of Schedule 1;

5.10       you agree to indemnify us as the author or co-author as appropriate prominently on the publication.

 

 

 

Annexe 1 to Part E of Schedule 1

 

The Project

 

 

[use this schedule to detail the consultancy brief]

 

 

The following are examples:

 

  • We will work with you to develop an SEO strategy for use with [INSERT SITE] aimed at increasing traffic to that site looking for [INSERT GOODS/SERVICES]

 

  • We will work with you to research possible software solutions to meet your requirements ie [INSERT REQUIREMENTS]

 

  • We will work with you to produce a document, with the provisional title [INSERT] covering [INSERT SUBJECT MATTER]

 

 

 

 

 

SCHEDULE 1

SERVICES SCHEDULE

 

Part F

Training Services

This Schedule applies if the Training Services box is ticked or crossed on the front sheet of the Contract.

 

In this Training Schedule the following definitions shall apply:

 

“Agreed Hours”

[insert the numbers of hours of training you are to provide].

“Participants”

means up to a maximum of [Insert the maximum number of individuals you will be contracted to train]

“Training Aims”

means to improve knowledge of the Participants in connection with [insert the topics to be covered by the training]

“Training Date”

has the definition giving in Annexe 1 to this Part F at Schedule 1.

“Training Services”

means those services detailed at Annexe 1 to this Part F of Schedule 1.

 

  1. In consideration of payment of the training charges detailed in the Charges Schedule we will provide the Training Services with reasonable skill and care.
  2. We will provide the Participants with the Agreed Hours of training and will use reasonable endeavours to meet the Training Aims.
  3. You warrant that our ability to provide the Training Services is dependant upon the engagement of the Participants.  Accordingly, you acknowledge and agree that it is your responsibility to engage Participants and to ensure that Participants attend the training courses during the Agreed Hours.  You acknowledge and agree that the failure of any or all participants to attend a specific session shall not entitle you to cancel,  such session or to a refund.
  4. We will provide the Training Services in accordance with the Training Timetable detailed at Annexe 1 to this Part E of Schedule 1.  The parties agree that time is not of the essence for this Contract.
  5. Once a Training Date has been agreed, it cannot be amended other than with  our prior consent which may be withheld for any reason.
  6. In the event that you cancel any or all elements of Training Services, the associated fee will not be refunded unless such cancelled notice is received by us 7 clear Business Days before the due date for the delivery of such element of the Training Services.
  7. In the event that you have selected a venue for the provision of any or all of the Training Services and on inspection of that venue by us we deem the same to be unsuitable (including, without limitation, on health and safety grounds) then we reserve the right, without any liability to you, to postpone the affected part of the Training Services until such time as a suitable venue is agreed.

 

 

Annexe 1 to Part F of Schedule 1

 

Training Services

 

[Use this schedule to set out the agreed timetable. (eg dates, deadlines, venues etc].

 

 

 

SCHEDULE 2

CHARGES SCHEDULE

 

  1. The Charges given in this Schedule do not include VAT.
  2. Unless indicated otherwise, the Charges given in this Schedule are estimates based on the information you have given to us.
  3. Our total Charges will be calculated on the time we spend in preparing the Services.  Time will be charged at the hourly rates detailed below.
  4. All sums invoiced are payable within fourteen days of the relevant invoice.
  5. You agree to pay us in full for any work carried out and for any materials purchased by us to facilitate the provision of the Services immediately upon receiving notice from us if the provision of the Services or any part of them has been postponed or delayed by you for a period of more than 28 days.
  6. We reserve the right, by serving notice to you, to increase the estimates given in this Schedule to reflect any increase in costs incurred by us as a result of a factor beyond our control such as, without limitation, any change in your instructions and/or any change in the costs we have to pay to our suppliers and/or sub-contractors for the provision of materials and/or services.
  7. Our Standard Hourly Rate is £60 plus VAT per hour (“Standard Hourly Rate”). Where the costs for any given service are not specified below, our fees for such service will be charged on a time spent basis at our Standard Hourly Rate.
  8. We reserve the right, by serving 1 months notice to you, to vary our Standard Hourly Rate from time to time.

IN EACH SECTION BELOW – SPECIFY WHICH COSTS, IF ANY, ARE ONGOING CHARGES (E.G. WHICH ARE PAID REPEATEDLY, MONTHLY OR OTHERWISE).  THESE ONGOING CHARGES CAN BE INCREASED IN ACCORDANCE WITH CLAUSE 3 OF THE MAIN AGREEMENT.  ALSO PROVIDE DETAILS OF ANY EXPENSES TO BE PAID.

Section A – Hosting Services

[Include payment provisions and price.  Explain cost implications iF client exceeds agreed bandwidth]

£150 per annum for up to 50MB of webspace

£125 per annum for up to 50MB of webspace for community groups, not for profit organisations and charities.

Additional email addresses can be purchased in blocks of 5 at an additional email address charge of £25 per annum for each block of additional email addresses.

Additional webspace can be purchased in blocks of 50MB at an additional webspace charge of £50 per annum.

Section B – Web Development Charges

  1. You agree to pay us an initial payment of 50% of the estimated costs required before we provide any web design services.  This deposit is non-refundable.  25% of the remaining balance will be due when the Site has passed the Acceptance Tests and is ready to be populated with Your Materials.  The remaining 25% will be due when the Site is made available to Visitors.
  2. We reserve the right to retain all materials in the Site until we have received payment in full for the same.  This includes, without limitation, materials you will need in order to host the Site.

Section C – Domain Name Management Charges

Unless otherwise indicated, the following fees do not include official fees which will need to be paid in addition.

£25 to register each .co.uk, or .org.uk, or .com, or .biz, or .org, or .oin, or .tv domain name for a period of 24 months.

£100 to register each .gov.uk domain name for a period of 12 months.

[you could also include fixed fees for, eg transfers, renewals etc]

£10 plus VAT fixed fee to record a transfer of a non .uk domain name.  This includes the registration of the domain for a further 12 month period.

 

Section D – Technical Support Services

1.         You agree to pay us for blocks of support time in units of 7 hours (“Blocks”)

 

2.         You agree to purchase Blocks in advance at a rate of [£x] per Block.

 

  1. Audit cost £[x].
  2. Ad hoc hours can be purchased in advance at a rate of [x] per hour.

 

 

 

Section E – Consulting Services

 

 

 

Section F – Training Services


 

SCHEDULE 3

CONTENTS STANDARD SCHEDULE

 

You will ensure that Your Materials:

  • Do not breach the any Acceptable Use Policy published and as amended from time to time from any third party host provider we use;
  • Do not breach any applicable local, national or international law or regulation;
  • Are not unlawful or fraudulent, or have any unlawful or fraudulent purpose or effect;
  • Do not harm or attempt to harm minors in any way;
  • Are not:
    • defamatory of any person;
    • obscene, offensive, hateful or inflammatory;
    • sexually explicit;
    • promoting violence;
    • discriminatory based on race, sex, religion, nationality, disability, sexual orientation or age;
    • an infringement of any copyright, database right or trade mark of any other person;
    • likely to deceive any person;
    • made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
    • Promoting any illegal activity;
    • threatening, abusive or invading another’s privacy, or causing annoyance, inconvenience or needless anxiety;
    • likely to harass, upset, embarrass, alarm or annoy any other person;
    • Impersonating any person, or misrepresenting your identity or affiliation with any person;
    • Advocating, promoting or assisting any unlawful act such as (by way of example only) copyright infringement or computer misuse
  • Will  not be used:
    • To transmit, or procure the sending of, or comprise any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
    • To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.