Webstars Ltd
Terms & Conditions

1.    DEFINITIONS

In these terms & conditions unless inconsistent with the context or otherwise specified the following definitions will apply:

1.1    “the Act” shall mean the Copyright, Designs and Patents Act 1988 (as subsequently amended or varied)

1.2    “Completion Date” shall mean the date on which the Website and the Software is actually delivered to the Company.

1.3    “Server” shall mean the hardware-computing device upon which the Website will be uploaded and installed.

1.4    “Software” shall mean the coding, programming and applications incorporated in the Website.

1.4    “Hosting” shall mean the process in which the Website is made available upon the WWW.

1.5    “Website” shall mean a construction of web pages using HTML or another programming language including but not limited to java script and PHP.

1.7    “Project”  shall mean the creation of the Website in accordance with the Specification.

1.8    “Project Price” shall mean    the cost of the Project and the Hosting charge as per the invoice or project estimate.

1.9    “Specification” shall mean the mutually agreed brief.

1.10    “Specification Addendum” shall mean an amendment to the Specification agreed by the parties in writing pursuant to Clause 4 below.

2.    Unless otherwise agreed, these terms & conditions apply to any future instructions you give us. Your continuing instructions in this matter will amount to your acceptance of these terms and conditions.
3.        OWNERSHIP OF COPYRIGHT

3.1    Company will own the copyright of all design and visual materials created by  Designer featured in the Website SAVE THAT such ownership shall exclude images sourced by  Designer from image libraries or collections.

3.2    Company warrants that either it owns the copyright of all images supplied by Company to Designer or that it has secured permission from the copyright owner to use such images on the Website.

3.3    Designer will retain ownership of the Software products included within the Website including without limitation the source code and the database structure.

3.4    Following the Completion Date and strictly conditional upon Company maintaining the Software on a secure Server and only creating one (1) security backup copy Designer will grant a licence to Company to use the Software Provided Always That the maintenance of any third party software licenses acquired during the course of the Designer’s development of the Website shall be at the sole expense of Company. If there is an inclusive licence fee it will be stated in the invoice. (balance or final payment)

3.5    In the event that Company shall elect to engage a third party other than Designer to Host the Website Company shall be required to give Designer not less than ninety (90) days notice of termination in writing.  Designer will thereafter deliver a minimum specification for the Server. For the avoidance of doubt Designer accepts no liability for operation of the Software or Website by a third party other than Designer.
4.     CHANGES TO BRIEF OR SPECIFICATION

4.1    At any time prior to the Completion Date Designer may in writing recommend and the Company may request from time to time changes to any part of the Project

4.2    Designer will notify the Company in writing within five (5) working days of receipt of the change request or the making of the change recommendation of the time and cost needed to investigate the implications of implementing the proposed change The investigation will be carried out only on the Company’s prior instruction

4.3    Following the investigation (if any) Designer will give a written estimate (valid for up to thirty (30) days from the date it is given to Company) showing the increase or decrease in the Project Price and any other related effect on other contractual matters should the proposed change be implemented.  Designer will use all reasonable endeavours to ensure that its estimate is given within ten (10) working days (or such longer period as may be agreed) of receipt by Designer of a written instruction to investigate the implications of the proposed change

4.4    Should the Company wish to proceed with the proposed change it will notify Designer in writing of its wish as soon as reasonably practicable after receipt of the written estimate but not later than ten (10) working days (or such longer period as may be agreed) of receipt of the written estimate

4.5    Until any change is formally agreed between Designer and the Company Designer will continue to perform and be paid for the Project as if the change had not been proposed

5.    EXCLUSION OF LIABILITY AND INDEMNITY
 
5.1    Nothing in these Terms & Conditions shall limit or restrict or be deemed or construed so as to limit or restrict the liability of Designer for death or personal injury to any person caused by Designer’s negligence.

5.2    Designer is not liable for any indirect loss, consequential loss, loss of profits, revenue, data or goodwill howsoever arising suffered by Company and arising in any way in connection with these Terms & Conditions or for any liability of Company to any third party.  Client agrees that it is in a better position than Designer to foresee and estimate any loss it may suffer in connection with these Terms & Conditions and that the Project Price has been set after taking full account of the limitations and exclusions in this Clause.  Client is recommended to effect suitable insurance having regard to its particular circumstances and the terms of this Clause.

5.3    Designer is not liable for any viruses uploaded to the Website by third parties or the Company's employees or agents. Company alone is responsible for virus-checking any programs, macros, data files or other material accessed through the WWW. Designer is not liable for any failure in respect of its obligations hereunder which result directly or indirectly from failure or interruption in software or services provided by third parties.
 
5.4     No matter how many claims are made and whatever the basis of such claims, Designer’s maximum aggregate liability to Company under or in connection with these Terms & Conditions in respect of any direct loss (or any other loss to the extent that such loss is not otherwise excluded herein) whether such claim arises in contract or in tort shall not exceed a sum equal to the amount of Project Price which Company has paid at the time such claim arises.

5.5    Company shall indemnify  Designer  at all times and otherwise hold  Designer harmless against all claims and proceedings brought by any third party arising from or incidental to any breach of these Terms & Conditions by Company or its employees.

6.    FORCE MAJEURE

6.1    Neither party shall be liable for any loss suffered by the other or be deemed to be in default for any delays or failures in performance hereunder resulting from acts or causes beyond its reasonable control, or from any acts of God, acts or regulations of any governmental or supra-national authority, war or national emergency, accident,  fire, riots, strikes, lock- outs, labour troubles, illness, labour or transportation difficulties, inability to obtain export or import licences, failure or fluctuation of electric power, air conditioning or humidity control.

7.    DEFECTS WARRANTY

7.1     Designer will for a period of twelve (12) months from the Completion Date be responsible without charge to the Company for rectifying any Defect within seven (7) days of being notified by the Company in writing of such Defect either by repair or at Designer’s option by supply of a replacement any Defect in the Software For the purposes of this clause a “Defect” means any non-conformance with the Specification

7.2    Subject always to Clause 3.5 Designer will have no liability in respect of any Defect unless the Defect is promptly reported to the Designer in writing and occurs within twelve (12) months of the Completion Date.

7.3     Designer’s obligations under this Clause are contingent upon Designer being given without delay and free of charge full and complete details of the Defect and adequate time and access to the Software during Designer’s normal working hours to rectify such Defect. If Designer rectifies the Defect then Designer will have no other liability of any kind in respect of or arising from such Defect

7.4    If a defect is found upon investigation not to be  Designer’s responsibility under this Clause  Designer shall be entitled to charge the Company immediately for all reasonable costs and expenses incurred by  Designer in the course of or in consequence of such investigation
7.5    Designer will not be responsible for any defect arising from or caused by any modification (whether by alteration deletion addition or otherwise) made to the Software or any part of it by persons other than Designer or for Defects otherwise outside the scope of the Specification

8.    HOSTING

Designer’s terms applicable to its Hosting of the Website are available on request.

9.    ESTIMATED COMPLETION DATE

Designer will provide an estimate of the amount of time required to complete the Project. This estimate is based on Company providing Designer full details of the information required to be included within the Website and all necessary artwork and licences in a timely manner. Designer shall then use all reasonable efforts to achieve the estimated delivery date but shall not be liable howsoever in the event that the same shall not be achieved. A guaranteed delivery date will only be agreed where Company agrees to pay Designer’s guaranteed delivery premium (details whereof are available upon request).

10.    NOTICES

All notices to be given under these Terms & Conditions will be in writing and will be sent to the address of the recipient shown on the front page of these Terms & Conditions or any other address the recipient may designate by notice given in accordance with this clause. Notices may be delivered personally by recorded delivery letter or facsimile transmission. Notices will be deemed to have been received:

11.1    by recorded delivery letter - 24 hours after the date of mailing

11.2    by facsimile transmission - immediately on transmission provided a confirmatory copy is sent by recorded delivery by the end of the next business day.

Copies of all notices to Company shall simultaneously be sent to Jayes & Page of Universal House 251 Tottenham Court Road London W1T 7JY (ref: 2)

12.    WAIVER

No delay or failure by either party to exercise any of its powers rights or remedies under these Terms & Conditions will operate as a wavier of them nor will any single or partial exercise of any such powers rights or remedies preclude any other or further exercise of them Any waiver to be effective must be in writing The remedies provided in these Terms & Conditions are cumulative and not exclusive of any remedies provided by law

13.    SEVERABILITY

If any part of these Terms & Conditions is found by a court of competent jurisdiction or other competent authority to be invalid unlawful or unenforceable then such part will be severed from the remainder of these Terms & Conditions which will continue to be valid and enforceable to the fullest extent permitted by law.

14.    VARIATION

Except as otherwise permitted by these Terms & Conditions no change to its terms will be effective unless it is in writing and signed by persons authorised on behalf of both parties

15.     HEADINGS

Clause headings have been included in these Terms & Conditions for convenience only and shall not be considered part of, or be used in interpreting, these Terms & Conditions.

16.    GOVERNING LAW

These Terms & Conditions will be construed in accordance with and governed by the law of England and Wales and each party agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales. Headings have been included for convenience only and will not be used in construing any provision in these Terms & Conditions.

17.    EMERGENCY SUPPORT

 Emergency support is provided 24 / 7 / 365 with calls answered by a receptionist in our response centre,  the receptionist will patch the call through a duty technician at home or on their mobile.

Non-emergency use of this number for routine support issues will cost as follows: Monday to Friday during Holiday Periods including Bank Holidays, Christmas / New Years and Easter periods £100 from 9am to 6pm, £200 from 6pm to 9am.