1.0 Services:

1.1. The services ("the Services") we shall provide to you and the price to be paid for the Services are set out in the Schedule. Any alterations to the Services proposed by us or by you during the course of the work, shall not be valid unless agreed by us both in writing.

1.2 We will invoice you for all work to be carried out by us on your behalf. All invoices are payable within 28 days of the date of the invoice. If payment is not made within 28 days of the date of the invoice, we will charge you interest at a rate of 8% per annum on the amount unpaid until payment is made.

1.3. In relation to the construction of the website, we will initially invoice you for 50% of the price to be paid for this work and this amount is to be paid before any work commences on the construction of the website. Once the construction of the website has been completed, we will provide you with our invoice in relation to the remaining 50% of the cost of construction.

1.4 If you change your mind and decide to cancel this Agreement, before we commence work, you will be liable to a fixed cancellation charge of £150.00.

1.5. We will use our reasonable endeavours to abide by the dates agreed for delivery of material to you. You agree to supply material you are to provide to us in order for us to perform our work at least a month in advance of the delivery date and we will not be liable where failure to deliver is caused by your delay.

1.6. We will not be responsible for any delay or failure to deliver material caused by circumstances beyond our control, such as Acts of God, fire, strikes, failure of subcontractors or suppliers to supply material required. Where such delay occurs our obligations shall be suspended for the period of such delay.

1.7. Where you do not confirm in writing acceptance of the Supplies (as defined below) within 14 days of delivery to you the Supplies are deemed accepted by you at the earlier of the expiry of such 14 day period or 14 days after your first live use. Where the Supplies are rejected by you, whether in whole or in part, we shall endeavour to correct the Supplies to ensure compliance with this Agreement.

1.8 We reserve the right to vary our prices on an annual basis. We will notify you in writing of any such changes in advance.

2.0 Intellectual Property Rights:

2.1. 'Supplies' means all data, information, programs and other materials and software which we provide to you, but does not include material which we obtained from you.

2.2. We grant you a non-exclusive licence of the intellectual property rights, including, without limitation, copyright and related rights anywhere in the world, in the Supplies for the duration of this Agreement for the purposes of use on your website or otherwise as agreed in writing from the date of your acceptance of the Supplies. This includes any database, programming or design development worked apon.

2.4. You shall ensure that any copyright notice of ours shall not be removed or obscured on the Supplies.

2.5. The termination of this Agreement shall not affect the provisions of this clause which shall continue thereafter.

3.0 Warranties:

3.1. We confirm that to the best of our knowledge and belief at the date of supply to us that the Supplies are not obscene, blasphemous or defamatory and do not infringe any English law or regulation and do not adversely reflect on your public perception or image.

3.2. You agree that to the best of your knowledge and belief any material provided by you for the web site or other work to be undertaken by us under this agreement is not obscene, blasphemous or defamatory and does not infringe any English law or regulation and does not adversely reflect on our public perception or image.

3.3. We warrant that to the best of our knowledge and belief the Supplies are either original to us or that if they are owned by a third party, we confirm that we will provide you with the necessary licences which are to be signed and returned to us prior to the commencement of the provision of the Services.

4.0 Indemnity and Limitation of Liability:

4.1. You agree that you shall indemnify us against all claims, demands, losses, damage, costs or expenses incurred by us as a result of a breach by you or us of any provision of this Agreement law or regulation and as a result of any third party legal action or threatened action in relation to material which you have supplied to us, requested we build or incorporated with the Supplies or through our involvement with you under this Agreement. You shall be responsible for ensuring all registrations and formalities are complied with in relation to any website we prepare for you, including without limitation, registration of trade marks and under data protection laws.

4.2. Save as provided above, you agree our liability for breach of this Agreement or any other liability of us to you shall be limited to the annual total value of the contract and that all implied terms, conditions or other legal provisions are hereby excluded; save that neither party shall exclude or limit its liability to the other for death or personal injury caused by negligence. We agree that the exclusion and limitation of liability in this clause is reasonable, reflects the respective financial positions of the parties and that the price agreed reflects the position on liability. In no event shall we be liable to you for indirect, financial, consequential loss, loss of profit, revenue or goodwill.

4.3. The termination of this Agreement shall not affect the provisions of this clause which shall continue thereafter.

5.0 Confidential Information:

5.1. Any information about us or you or about our products or your products or financial or business information shall be treated as confidential, used only for the purpose of performance of obligations under this Agreement and not disclosed save as permitted under this Agreement, without limit as to time. Provided that information in the public domain otherwise than through the default of the other party shall not be deemed confidential under this clause.

5.2. The termination of this Agreement will not affect this clause.

5.3. We shall be entitled to make reference to our relationship with you in our publicity material.

6.0 Obligations:

6.1. You undertake to supply material and other resources to us promptly as agreed between us.

7.0 Termination:

7.1. This Agreement shall continue until either performance of the Services is completed, or where an on-going work commitment is signed may be terminated on one months' notice from one of us to the other given at any time to expire on the anniversary of signature of this Agreement or any subsequent anniversary of such date save as provided below.

7.2. Where one party is in breach of this Agreement the other may serve written notice to terminate the Agreement forthwith, save that where the breach can be remedied 30 days notice to remedy shall be first given and where remedied such termination will not take effect.

7.3. Either party may terminate this Agreement forthwith by written notice where the other goes into liquidation or is declared bankrupt or otherwise is unable to pay its debts as they fall due.

7.4. On termination by us or by you for whatever reason all your rights to use Supplies shall cease and you shall retain no copies thereof.

8.0 General:

8.1. No variation of this Agreement will be valid unless agreed in writing by us both.

8.2. You may not assign this Agreement without our prior written consent. The licences granted under this Agreement are personal to you and only for the purposes and/or media set out in this Agreement. Further licences, licensees, uses and other matters not licensed under this Agreement shall only be granted were we so consent and usually on payment of additional licence fees.

8.3. This Agreement sets out the entire Agreement between us.

8.4. All representations, warranties or other assurances made by or on behalf of us to you other than as set out in this Agreement do not form part of this Agreement nor shall they be legally enforceable or actionable.

8.5. If any provision of this Agreement is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement, all of which shall remain in full force and effect.

8.6 We exept no liability for any Software, Intetrnet design, hosting or email usage that accurs on either our server or third party. You shall effect and maintain adequate insurance cover in respect of any loss or damage to data stored on the Server..

8.7. No forbearance or delay by us in enforcing rights under this Agreement will prejudice or restrict rights and no waiver of any breach of such rights or waiver of the rights will be deemed to be a waiver of any other right or of any later breach.

8.8. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture or the relationship of principal and agent or employer and employee.

8.9. All notices shall be in writing and sent to the address of the recipient set out above or such other address as the recipient may designate by notice given in accordance with this provision. Any notice may be delivered personally by first class prepaid letter or facsimile transmission (confirmed by first class post) and shall be deemed to have been served if by personal delivery when delivered, if by first class post 48 hours after posting and if by facsimile transmission when despatched (with successful transmission report).

8.10. This Agreement shall be governed by English Law and we both submit to the non-exclusive jurisdiction of the English courts in relation to disputes under this Agreement.