Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. YOUR ATTENTION IS DRAWN PARTICULARLY TO CLAUSES 6.5, 10 AND 13.

1 INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (Conditions).

1.1.1 Contract: the Customerís purchase order and the Supplierís acceptance of it.

1.1.2 Customer: the person, firm or company who purchases Services from the Supplier.

1.1.3 Deliverables: all Documents, products and materials developed by the Supplier in relation to the Project Plan in any form, including computer programs, data, reports and specifications (including drafts) and the deliverables specified in the Project Plan.

1.1.4 Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.

1.1.5 In-put Material: all Documents, information and materials provided by the Customer relating to the Services including, computer programs, data, reports and specifications and the in-put materials specified in the Project Plan.

1.1.6 Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, 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.

1.1.7 Materials: the content provided to the Supplier by the Customer from time to time for incorporation within the Site.

1.1.8 Pre-existing Materials: all Documents, information and materials provided by the Supplier relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications and the pre-existing materials specified in the Project Plan.

1.1.9 Project: the project to be completed in accordance with the Project Plan.

1.1.10 Project Milestones: a date by which a part of the Project is estimated to be completed, as set out in the Project Plan.

1.1.11 Project Plan: the detailed plan describing the Project and setting out the estimated timetable and responsibilities for the provision of the Services agreed in accordance with condition 4.

1.1.12 Server: a computer server administered by the Supplier.

1.1.13 Services: the design and development services to be provided pursuant to this Contract as set out in the Project Plan together with any other services which the Supplier provides or agrees to provide to the Customer.

1.1.14 Supplier: means CS1 of the Old Mill, Tonge, Sittingbourne, Kent, ME9 9AP.

1.1.15 Site: the website at (URL) to be hosted by the Supplier pursuant to this agreement.

1.1.16 Site Software: the software for the Site commissioned by the Customer as specified in the Project Plan if applicable.

1.1.17 Site Specification: the specification for the Site set out in the Project Plan if applicable.

1.1.18 VAT: value added tax chargeable under English law for the time being and any similar additional tax.

1.2 Condition, schedule and paragraph headings shall not affect the interpretation of these conditions.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) (and that personís legal and personal representatives, successors and permitted assigns).

1.4 The schedules form part of the Contract and shall have effect as if set out in full in the body of these Conditions and any reference to the Contract includes the schedules.

1.5 Words in the singular shall include the plural and vice versa.

1.6 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.7 A reference to writing or written includes faxes but not e-mail.

1.8 Where the words include(s), including or in particular are used in these terms and conditions, they are deemed to have the words without limitation following them and where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

1.9 Any obligation in the Contract on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.10 References to conditions and schedules are to the conditions and schedules of the Contract.

2 APPLICATION OF CONDITIONS

2.1 These Conditions shall:

2.1.1 apply to and be incorporated into the Contract; and

2.1.2 prevail over any inconsistent terms or conditions contained, or referred to, in the Customerís purchase order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.

2.1.3 The Customerís purchase order constitutes an offer by the Customer to purchase the Services specified in it on these Conditions. No offer placed by the Customer shall be accepted by the Supplier other than:

2.1.4 by a written acknowledgement issued and executed by the Supplier; or

2.1.5 (if earlier) by the Supplier starting to provide the Services,

2.2 When a contract for the supply and purchase of those Services on these Conditions will be established. The Customerís standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.

2.3 Quotations are given by the Supplier on the basis that no Contract shall come into existence except in accordance with condition 2.1.2 Any quotation is valid for a period of 14 days from its date, provided that the Supplier has not previously withdrawn it.

3 COMMENCEMENT AND DURATION

3.1 The Services supplied under the Contract shall be provided by the Supplier to the Customer from the date of acceptance by the Supplier of the Customerís offer in accordance with condition 2.1.2.

3.2 The Services supplied under the Contract shall continue to be supplied until the Project is completed in accordance with the Project Plan and outstanding sums are paid, unless the Contract is terminated in accordance with condition 14.

4 PROJECT PLAN

4.1 The Project Plan(s) shall be agreed in the following manner:

4.1.1 the Customer shall provide the Supplier with a request for a Project Plan, setting out the requirements and specifications of the services which it is requesting from the Supplier, including a description of what work is to be done, dates by which each stage of the work is requested to be started and finished, Deliverables, In-put Materials, Site, and Site Software and such other information as the Supplier may request to allow the Supplier to prepare a draft Project Plan;

4.1.2 the Supplier shall, as soon as reasonably practicable, provide the Customer with a draft Project Plan; and

4.1.3 the Supplier and the Customer shall discuss and agree the draft Project Plan and when it has been agreed, they shall both sign a copy of it and it shall become a Schedule to and subject to these Conditions.

4.2 The Supplier shall charge for the preparation of the Project Plan on a time and materials basis in accordance with condition 10.

4.3 Once the Project Plan has been agreed and signed in accordance with condition 4.1.2, no amendment shall be made to it except in accordance with condition 9 and condition 16.

4.4 If a choice of Deliverables are presented to the Customer and some materials are rejected in accordance with the Project Plan, the rejected materials and the Intellectual Property Rights therein will remain the property of the Supplier and clause 11.1 will not apply.

5 SUPPLIERíS OBLIGATIONS

5.1 The Supplier shall use reasonable endeavours to manage and complete the Services, and to deliver the Deliverables to the Customer, in accordance with the Project Plan.

5.2 The Supplier shall use reasonable endeavours to meet any performance dates specified in the Project Plan, but any such dates shall be estimates only and time shall not be of the essence of the Contract.

6 CUSTOMERíS OBLIGATIONS

6.1 The Customer shall:

6.1.1 co-operate with the Supplier in all matters relating to the Services;

6.1.2 provide, in a timely manner, such In-put Material and other information as the Supplier may request and ensure that it is accurate in all material respects;

6.1.3 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the use of In-put Material and the use of the Customerís in all cases before the date on which the Services are to start;

6.2 If the Supplierís performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, sub-contractors or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

6.3 The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customerís fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.

6.4 The Customer shall be responsible for the accuracy and completeness of the Materials on the Site in accordance with clause 8.

6.5 The Customer will be responsible for renewing the registration of a domain name when the existing registration has expired and the Supplier shall not be liable for any losses arising from the Customers failure to do so.

7 DEVELOPMENT AND ACCEPTANCE OF SITE

7.1 Once the Supplier has completed the design and development of the Site in accordance with the Project Plan, the Customer will check the Site and will accept the Site for upload by signing the acceptance note (Acceptance Note) provided by the Supplier. The procedure set out in this clause 7 shall be repeated in respect of any further development works agreed by the parties from time to time.

7.2 Acceptance of the Site shall occur when the Customer has signed the Acceptance Note subject to clause 7.3.

7.3 If the Customerís failure to accept the Site results from a defect which is caused by an act or omission of the Customer, or by one of the Customer¥s sub-contractors or agents for whom the Supplier has no responsibility (Non-Supplier Defect), the Site shall be deemed to have been accepted notwithstanding such Non-Supplier Defect. The Supplier shall provide assistance reasonably requested by the Customer in remedying any Non-Supplier Defect by supplying additional services or products. The Customer shall pay the Supplier in full for all such additional services and products at the Supplierís then current fees and prices.

7.4 Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:

7.4.1 the Customer uses any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or

7.4.2 the Customer unreasonably withholds their acceptance of the site for a period of seven working days from the date on which the Supplier has completed the Site in accordance with the Project Plan.

8 SITE CONTENT

8.1 The Customer shall ensure that the 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) (Inappropriate Content).

8.2 The Supplier shall include only Materials on the Site. The Customer acknowledges that the Supplier has no control over any content placed on the Site by Visitors and does not purport to monitor the content of the Site. The Supplier reserves the right to remove content from the Site where it reasonably suspects such content is Inappropriate Content. The Supplier shall notify the Customer promptly if it becomes aware of any allegation that any content on the Site may be Inappropriate Content.

8.3 The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.

8.4 The Supplier may include the statement ìDesigned by CS1î on the home page of the Site in a form to be agreed.

9 CHANGE CONTROL

9.1 If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing.

9.2 If either party requests a change to the scope or execution of the Services, the Supplier shall, within a reasonable time, provide a written estimate to the Customer of:

9.2.1 the likely time required to implement the change;

9.2.2 any variations to the Supplierís charges arising from the change;

9.2.3 the likely effect of the change on the Project Plan; and

9.2.4 any other impact of the change on the terms of the Contract.

9.3 The Supplier may, from time to time and without notice, change the Services in order to comply with any applicable statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.

9.4 If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the Project Plan and any other relevant terms of the Contract to take account of the change.

9.5 The Supplier may charge for its time spent in assessing a request for change from the Customer on a time and materials basis in accordance with condition 10.

10 CHARGES AND PAYMENT

10.1 Condition 10.2 shall apply if the Supplier provides the Services on a time and materials basis. condition 10.3 shall apply if the Supplier provides the Services for a fixed price. The remainder of this condition 10 shall apply in either case.

10.2 Where the Services are provided on a time and materials basis:

10.2.1 the charges payable for the Services shall be calculated in accordance with the Supplierís standard daily fee rates, as amended from time to time;

10.2.2 following acceptance by the Supplier of the Customerís offer in accordance with clause 2.2 the Customer shall pay a non-refundable deposit as determined by the Supplier within 5 working days.

10.3 Where the Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Project Plan and:

10.3.1 following acceptance by the Supplier of the Customerís offer in accordance with clause 2.2 the Customer shall pay a non-refundable deposit of 50% of the fixed price within 5 working days.

10.3.2 the Supplier shall invoice the Customer for the charges that are then payable, together with expenses, the costs of materials and VAT, where appropriate, calculated as provided in condition 10.4.

10.4 Any fixed price and daily rate contained in the Project Plan excludes:

10.4.1 the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by the Supplier for the supply of the Services. Such expenses, materials and third party services shall be invoiced by the Supplier (at cost); and

10.4.2 VAT, which the Supplier shall add to its invoices at the appropriate rate.

10.5 The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 30 days of receipt.

10.6 The Supplier may submit an interim invoice to the Customer for work carried out to the date of the invoice if the Customer unreasonably delays the project by in excess of 20 working days.

10.7 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:

10.7.1 charge interest on such sum from the due date for payment at the rate under the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and

10.7.2 suspend all Services until payment has been made in full.

10.8 Time for payment shall be of the essence of the Contract.

10.9 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This condition 10.7 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.

10.10 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

11 INTELLECTUAL PROPERTY RIGHTS

11.1 As between the Customer and the Supplier, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by the Supplier. Subject to condition 11.2, the Supplier licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services. If the Contract is terminated, this licence will automatically terminate.

11.2 The Customer acknowledges that, where the Supplier does not own any Pre-existing Materials, the Customerís use of rights in Pre-existing Materials is conditional on the Supplier obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Supplier to license such rights to the Customer.

11.3 All Intellectual Property Rights in the Site Specification and the Site (including in the content of the Site and the Site Software) arising in connection with this agreement shall be the property of the Customer, and the Supplier hereby assigns all such Intellectual Property Rights to the Customer. The parties shall execute all documents necessary to give effect to this clause 11.3.

11.4 The Supplier does not guarantee that any of the Deliverables designed for the Customer do not infringe any intellectual property rights of third parties.

12 CONFIDENTIALITY AND THE SUPPLIERíS PROPERTY

12.1 The Customer 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 Customer by the Supplier, its employees, agents or sub-contractors and any other confidential information concerning the Supplierís business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customerís obligations to the Supplier, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer.

12.2 All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer (including Pre-existing Materials and the Supplierís Equipment) shall, at all times, be and remain (as between the Supplier and the Customer) the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplierís written instructions or authorisation.

12.3 This condition 12 shall survive termination of the Contract, however arising.

13 LIMITATION OF LIABILITY - THE CUSTOMERíS ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION

13.1 This condition 13 set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

13.1.1 any breach of the Contract;

13.1.2 any use made by the Customer of the Services, the Deliverables or any part of them; and

13.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

13.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

13.3 Nothing in these Conditions limits or excludes the liability of the Supplier:

13.3.1 for death or personal injury resulting from negligence; or

13.3.2 for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier; or

13.4 Subject to condition 13.2 and condition 13.3

13.4.1 the Supplier shall not be liable for:

13.4.1.1 loss of profits; or

13.4.1.2 loss of business; or

13.4.1.3 depletion of goodwill and/or similar losses; or

13.4.1.4 loss of anticipated savings; or

13.4.1.5 loss of goods; or

13.4.1.6 loss of contract; or

13.4.1.7 loss of use; or

13.4.1.8 loss of corruption of data or information; or

13.4.1.9 any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

13.4.2 the Supplierís total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services.

14 TERMINATION

14.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving written notice to the other if:

14.1.1 the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

14.1.2 an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or

14.1.3 an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

14.1.4 a receiver is appointed of any of the other partyís assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other partyís assets; or

14.1.5 the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

14.1.6 the other party ceases, or threatens to cease, to trade; or

14.1.7 there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001); or

14.1.8 the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

14.2 On termination of the Contract for any reason:

14.2.1 the Customer shall immediately pay to the Supplier all of the Supplierís outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

14.2.2 the Customer shall, within a reasonable time, return all of the Supplierís Equipment, Pre-existing Materials and Deliverables. If the Customer fails to do so, then the Supplier may enter the Customerís premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and

14.2.3 the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

15 FORCE MAJEURE

15.1 The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier 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 sub-contractors.

16 VARIATION

16.1 Subject to condition 4 and condition 9 , no variation of the Contract or these Conditions (or of any of the documents referred to in them) shall be valid unless it is in writing and signed by or on behalf of each of the parties.

17 WAIVER

17.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

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

18 SEVERANCE

18.1 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

18.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

18.3 The parties agree, in the circumstances referred to in condition 18.1 (and if condition 18.1 does not apply), to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. The obligations of the parties under any invalid or unenforceable provision of the Contract shall be suspended while an attempt at such substitution is made.

19 STATUS OF PRE-CONTRACTUAL STATEMENTS

19.1 Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.

20 ASSIGNMENT

20.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

20.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

21 NO PARTNERSHIP OR AGENCY

21.1 Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22 RIGHTS OF THIRD PARTIES

22.1 The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

23 NOTICES

23.1 Notice given under the Contract shall be in writing, sent for the attention of the person, and to the address or fax number, given in the Contract (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 23 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

24 GOVERNING LAW AND JURISDICTION

24.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.

24.2 The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.

25 AGREEMENT

25.1 This agreement has been entered into on the date stated at the beginning of it.

© CS1