TERMS & CONDITIONSThis
document sets out the terms and conditions between us in relation
to the provision of web site and/or other services. It applies in
place of any earlier agreement or understanding between us.AGREEMENTSThe
following agreement is applicable to the client when receiving services
through Mac Expo Limited (from this point on digital
broadcasters will be defined as provider) This agreement is valid
on condition that the client has provided all relevant information
concerning the project, and that the proposal is duly signed by
both parties. The client agrees to receive an ongoing service until
the provider or client states otherwise. The client acknowledges
that the provider is eligible to cancel the service provided on
condition that the agreement is unsuitable.
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
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
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.
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.
3.1. 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
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 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
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
6.1. You undertake to
supply material and other resources to us promptly as agreed between
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.
8.1. 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
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
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