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Web Design & Development Terms
for all sites created by Double Image Designs Ltd


Prior to commissioning Double Image Designs Limited to create your website, Please read these Web Design Terms carefully, as they set out our and your legal rights and obligations in relation to our web design services.

Word Document - Web Hosting and Domain Charges

1. Definitions and interpretation

1.1 In the Agreement: - which comes binding after the Customer pays the depositoutlined in the estimation for constructing the website.

“Acceptance Criteria” has the meaning given to it in Clause [5.2];

“Acceptance Period” means the period of 45 Business Days beginning on the date of actual delivery of the Website to the Customer;

“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

“Agreement” means the agreement between the Company and the Customer incorporating these Web Design Terms and the Proposal, and any amendments to it from time to time;

“Business Day” means any week day, other than a bank or public holiday in Scotland;

“Business Hours” means between 09:00 and 17:30 London time on a Business Day;

“Charges” means the amounts payable by the Customer to the Company under or in relation to the Agreement (as set out the Proposal);

“Company” means Double Image Designs Limited, a limited company incorporated in Scotland registration number SC304762 having its registered office at Unit 9 Clydegrove Works 14 Hamilton Street Clydebank G81 1LY

“Confidential Information” means:

(a) any information supplied by the Company to the Customer (whether supplied in writing, orally or otherwise) marked as “confidential”, described as “confidential” or reasonably understood to be confidential;

(b) the terms (but not the existence) of the Agreement; and

(c) public access to sytems that are the property of the Compnany

“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);

“Customer” means the customer for services under the Agreement as specified in the Proposal;

“Customer Works” means the works and materials provided to the Company by the Customer, or by any third party acting for or on behalf of the Customer, for incorporation into the Website;

“Search Engine Optimisation” means the inclusion of words in the web pages.

“Search Engine Marketing” means the submission of the web site to search engines, directories, blogs and social sites.

“Defect” means a defect, error or bug having a material adverse effect on the appearance, operation or functionality of the Website but excluding any defect, error or bug caused by or arising as a result of:

(a) an act or omission of the Customer, or an act or omission of one of the Customer's employees, officers, agents or sub-contractors;

(b) an incompatibility between the Website and any other application, program or software (other than the Customer Works and the Third Party Works).

“Delivery Date” means the date for delivery of the Website specified in the Proposal;

“Effective Date” means the date when the Company intimates to the Customer its written confirmation that the Agreement is agreed, following the Customer's acceptance of the Proposal and these Web Design Terms;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Personal Data” has the meaning given to it in the Data Protection Act 1998;

“Proposal” means the proposal document or itemised estimations issued by the Company detailing the scope of the Services and other matters relating to the Agreement;

“Services” has the meaning given to it in Clause 3.1;

“Third Party Works” means the works and materials comprised in the Website, the Intellectual Property Rights in which are owned in whole or part by a third party (excluding the Customer Works);

“Term” means the term of the Agreement;

“Unlawful Content” has the meaning given to it in Clause 7.1;

“Website” means the website to be developed by the Company for the Customer under the Agreement; and

“Year” means a period of 365 days (or 366 days if there is a 29 February during the relevant period) starting on the Effective Date or on any anniversary of the Effective Date.

1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of the Agreement.

1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement; it follows that a general concept or category utilised in the Agreement will not be limited by any specific examples or instances utilised in relation to such a concept or category.

2. Term

The Agreement will come into force on the Effective Date and will continue in force until the acceptance of the Website by the Customer in accordance with Clause [5], upon which it will terminate automatically, unless terminated earlier in accordance with Clause [14].

3. The Services

3.1 The Company will (a) design and deliver the Website;

(b) incorporate the Customer Works and Third Party Works into the Website;

(c) provide search engine optimisation and search engine marketing as outlined in the estimate; (additional search engine optimsation and marketing can be requested at anytime for which either a verbal or written estimate will be provided prior to beginning this work.

(d) Construct the site as per the agreed estimate, additionally work requested by the Customer may be charged for on a pro rata basis.

3.2 The Company will use reasonable endeavours to perform the Services in accordance with the timetable set out in the Proposal; however, the Company does not guarantee that that timetable will be met.

4. Customer obligations

4.1 The Customer will provide the Company with:

(a) such co-operation as is required by the Company (acting reasonably) to enable the performance by the Company of its obligations under the Agreement; and

(b) all information and documents required by the Company (acting reasonably) in connection with the provision of the Services.

4.2 The Customer will be responsible for procuring any third party co-operation reasonably required by the Company to enable the Company to fulfil its obligations under the Agreement.

5. Delivery and acceptance

5.1 The Company will use reasonable endeavours to deliver the Website to the Customer for acceptance testing on or before the Delivery Date.

5.2 During the Acceptance Period, the Customer will carry out acceptance tests to determine:

(a) whether the Website conforms in all material respects with the specification of the Website in the Proposal; and

(b) whether the Website has any Defects;

(the “Acceptance Criteria”).

5.3 If in the Customer's reasonable opinion the Website meets the Acceptance Criteria, the Customer will send to the Company a written notice during the Acceptance Period confirming acceptance of the Website.

5.4 If in the Customer's reasonable opinion the Website does not meet the Acceptance Criteria, the Customer will send to the Company a written notice during the Acceptance Period setting out in detail the respect(s) in which the Website does not meet the Acceptance Criteria.

5.5 If the Company (acting reasonably) agrees that the Website does not meet the Acceptance Criteria, the Company will have a further remedial period (of 30 Business Days) to modify the Website so that it meets the Acceptance Criteria.

5.6 The Website will be deemed to have been accepted by the Customer if:

(a) the Customer does not give any notice to the Company under either Clause [5.3] or Clause [5.4] during the Acceptance Period; or

(b) the Customer publishes the Website or uses the Website for any purpose other than development and/or testing.

6. Third Party Works

6.1 Third Party Works will be licensed to the Customer under the relevant licensor’s standard terms and conditions for online use, or on licence terms notified by the Company to the Customer.

6.2 Any licence fees for Third Party Works will be payable by the Customer in addition to the Charges specified in the Proposal (unless the parties agree otherwise).

7. Unlawful Content

7.1 The Customer will ensure that the Customer Works do not infringe any applicable laws, regulations or third party rights (“Unlawful Content”).

7.2 The Customer will indemnify and will keep indemnified the Company against all damages, losses and expenses (including legal expenses) arising as a result of any claim that the Customer Works constitute Unlawful Content, or any legal proceedings relating to such a claim.

8. Charges and payment

8.1 The Company will issue invoices for the Charges to the Customer on the relevant invoicing dates set out in the Proposal, or (if earlier) upon the acceptance of the Website by the Customer.

8.2 The Customer will pay the Charges to the Company within 14 days of the date of issue of an invoice issued in accordance with Clause [8.1].

8.3 All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise.

8.4 Charges must be paid by debit or credit card, direct debit, bank transfer or by cheque (using such payment details as are notified by the Company to the Customer from time to time).

8.5 If the Customer does not pay any amount properly due to the Company under or in connection with the Agreement, the Company may: (a) charge the Customer interest on the overdue amount at the rate of 8% per year above the base rate of Bank of Scotland from time to time (which interest will accrue daily until the date of actual payment and will be compounded quarterly); or

(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

9. Intellectual Property Rights

9.1 All copyright and other Intellectual Property Rights in the Website (excluding the Customer Works and the Third Party Works) will as between the parties be the sole property of the Company and, subject to full payment of the Charges, from the date of acceptance of the Website by the Customer the Company grants to the Customer a non-exclusive worldwide licence of such Intellectual Property Rights for the purposes of:

(a) publishing and operating the Website;

(b) backing-up the Website; and

(c) updating and adapting the Website;

subject always to the other terms of the Agreement.

9.2 The Customer may only sub-license the rights granted in Clause [9.1] for the purposes set out in that Clause.

9.3 Without prejudice to Clause [9.4], the Company waives (and will ensure that its employees and subcontractors waive) any moral rights they may have in the Website arising under Chapter 4 of the Copyright, Designs and Patents Act 1988 and, so far as is legally possible, any broadly equivalent rights anywhere in the world.

9.4 The Company may include the statement "Web Design Glasgow Web Development Glasgow Web site Design and development by Double Image Safety Signs" together with a link to the Company's websites on each page of the Website in a position and in a form to be agreed by the parties. The Customer will retain any such credit and link in any adapted version of the Website, and the Customer will (and will only) remove any such credit and link from the Website at the Company’s request.

10 Warranties

10.1 The Customer warrants to the Company that it has the legal right and authority to enter into and perform its obligations under the Agreement.

10.2 The Company warrants to the Customer:

(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement;

(b) that it will perform its obligations under the Agreement with reasonable care and skill; and

(c) that the Website will continue to operate without any Defects for a period of 1 month from the date of acceptance of the Website (and if the Website does not so operate, the Company will, for no additional charge, carry out any work necessary in order to ensure that the Website operates without any Defects during this period).

10.3 The Customer acknowledges that the Company has designed the Website to work with the web browser technology specified in the Proposal, and the Company does not warrant that the Website will work with any other web browser technology.

10.4 The Customer further acknowledges that the Company does not purport to provide any legal advice under the Agreement or in relation to the Website and the Company does not warrant that the Website will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.

10.5 All of the parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out herein. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

11 Liability

11.1 Nothing in the Agreement will exclude or limit the liability of either party for:

(a) death or personal injury caused by that party's negligence;

(b) fraud or fraudulent misrepresentation on the part of that party; or

(c) any other liability which may not be excluded or limited under applicable law.

11.2 Subject to Clause [11.1], the Company's liability to the Customer under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:

(a) the Company will not be liable for any:

(i) loss of profits, income or anticipated savings,

(ii) loss or corruption of any data, database or software,

(iii) reputational damage or damage to goodwill;

(iv) loss of any commercial opportunity, or

(v) indirect, special or consequential loss or damage;

(b) the Company will not be liable for any losses arising out of a Force Majeure Event; and

(c) the Company's liability in relation to any event or series of related events will in no circumstances exceed [amount].

12. Data protection

12.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Company under the Agreement.

12.2 The Company warrants that:

(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Company on behalf of the Customer; and

(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Company on behalf of the Customer.

13. Confidentiality and publicity

13.1 The Customer will keep confidential the Confidential Information, and will not disclose that Confidential Information except as expressly permitted by this Clause [13].

13.2 The Customer will protect the confidentiality of the Confidential Information using at least reasonable security measures.

13.3 The Confidential Information may be disclosed by the Customer to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.

13.4 These obligations of confidentiality will not apply to Confidential Information that:

(a) has been published or is known to the public (other than as a result of a breach of the Agreement);

(b) is known to the Customer, and can be shown by the Customer to have been known to it, before disclosure by the Company; or

(c) is required to be disclosed by law, or by an order (binding upon the relevant party) of a governmental authority, a regulatory body or a stock exchange.

13.5 The Customer will not make any public disclosure relating to the subject matter of the Agreement (including press releases, public announcements and marketing materials) without the prior written consent of the Company.

14. Termination

14.1 The Company may terminate the Agreement at any time by giving at least 30 days' written notice to the Customer.

14.2 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:

(a) commits any material breach of any term of the Agreement, and:

(i) the breach is not remediable; or

(ii) the breach is remediable, but other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or

(b) fails to pay any amount due under the Agreement in full and on time.

14.3 Either party may terminate the Agreement immediately by giving written notice to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

15. Effects of termination

15.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 7, 8.5, 9, 10, 11, 13, 15, and 16.3 to 16.13].
15.2 Termination of the Agreement will not affect either party’s accrued rights (including the Company's accrued rights invoice for and to be paid the Charges) as at the date of termination.

15.3 If the Agreement is terminated under Clause [14.1], or by the Customer under Clause [14.2] or [14.3] (but not in any other case):

15,4 The Company will charge the client £150 for each website that the customer requested in writing has to be moved to another server, unless an agreement is in place to prevent the customer requesting the Company change the hosting company.

15,5 The Company reserves the right to not to transfer any features developed by the Company that belong to the Company which have been uploaded to the hosting space that the Company controls.

(a) the Company will promptly provide to the Customer an electronic copy of the working Website; and

(b) the Customer will be entitled to a refund of any Charges paid by the Customer to the Company in respect of any Services which were to be performed after the date of effective termination, and will be released from any obligation to pay such Charges to the Company (such amount to be calculated by the Company using any reasonable methodology).

(c) the Company reserves the rights to retain and not give the Customer an electronic copy of the working files used to create the website.

(d) the Company reverves the right to charge the client a fee for supplying the working files used to create the website.

15.4 Save as provided in Clause [15.3(b)], the Customer will not be entitled to any refund of Charges on termination, and will not be released from any obligation to pay Charges to the Company.

16. General

16.1 Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by first class registered post, or sent by fax, for the attention of the relevant person, and to the relevant address, fax number given below (or as notified by one party to the other in accordance with this Clause).

The Company
Double Image Designs Limited, 2318 Dumbarton Road, Glasgow G14 0JS, Fax 0141 954 5365 specified in the Proposal.

16.2 A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):

(a) where the notice is delivered personally, at the time of delivery;

(b) where the notice sent by first class registered post, 48 hours after posting; and

(c) where the notice sent by fax, at the time of the transmission (providing the sending party retains written evidence of the transmission).

16.3 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

16.4 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

16.5 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.

16.6 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

16.7 The Company may freely assign its rights and obligations under the Agreement without the Customer's consent. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.

16.8 The Company may subcontract any of its obligations under the Agreement to any third party without the Customer's consent.

16.9 The Customer will not, without the Company's prior written consent, either during the term of the Agreement or within 6 months after the date of effective termination of the Agreement, engage, employ or otherwise solicit for employment any employee or contractor of the Company who has been involved in the performance of the Agreement.

16.10 Each party agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things reasonably within that party’s power, which are necessary to enable the parties to exercise their rights and fulfil their obligations under the Agreement.

16.11 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

16.12 The Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement. Subject to Clause [11.1], each party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other party.

16.13 The Agreement will be governed by and construed in accordance with the laws of Scotland and the courts of Scotland will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

Charges

Domains

.co.uk domains £13.00 due every two years
.com .biz .eu .net domains £37.00 due every year

Hosting

Server space per year 2007 £55 2008 £65 2009 £72
Mail server £5.00 (up to 3 pop boxes)
Advanced mail boxes £10.00 each per year

Control Panels

Customer ftp control panels £15.00 per annum

Nameservers

Moving a nameserver or domain tag for a site that is currently hosted by Double Image Designs Ltd will incur a one off fee of £150.00.

The Company reserve the right to publish a copy of the website on their servers prior to the nameserver being changed. Nameserver changes must be made in writing and sent by registered post to 2318 Dumbarton Road Glasgow G14 0JS or by Fax 0141 954 5365. Invoices raised for nameserver changes MUST be paid in full and the funds cleared prior to moving a nameserver.

All prices subject to VAT at the current rate.

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Web design terms of Double Image Designs Ltd - Please read prior to commissioning a website.