1. APPLICABILITY: The following conditions will apply to all transactions and be incorporated or deemed incorporated in every Contract between the Seller (hereinafter referred to as "the Company") and its customers unless varied by an agreement in writing inconsistent herewith.

2. CONTENT: The Customer warrants that all material supplied by them will be "legal, decent and honest" and copyright free and undertakes to indemnify the Company against any claims for liability. The Company reserves the right to refuse to create, or broadcast, or cease broadcasting any material it considers unsuitable.

3. PRELIMINARY WORK: Any work carried out, any prototype or sample or other article made, whether experimentally or otherwise will be charged for.

4. PROOFS: Author’s corrections on first proof and subsequent proofs, including alterations in size, style or material, will be charged for. We cannot accept responsibility for any error in proofs passed by customer.

5. PRICE: Estimates are based on current material and production costs and are subject to amendment by us at any time after acceptance to meet any increase in such costs. All orders are accepted on the express basis that the price payable for goods will be our price ruling at the date of despatch. Goods will be invoiced accordingly.

6. VALUE ADDED TAX: The Company’s prices are net and do not include VAT. The Company shall be entitled to charge the amount of any VAT payable whether or not included on our Estimate or Invoice. The Company shall also be entitled to increase the amount of VAT after the date of estimate if there is an increase by the Tax Authorities.

7. DELIVERY: Every effort will be made to comply with delivery dates requested by the customer, or quoted by the Company but the Company accept no liability for or arising out of any failure to do so.

8. LIABILITY: The Company shall not be liable for indirect, or consequential loss or for any loss to the customer arising from third party claims occasioned by delay in delivery or by errors in carrying out the work.

LIABILITY – AMOUNT: Liability in respect of any claim shall not exceed the replacement of the defective or incorrect goods or service, or (at the Company’s discretion) refunding part or all of the annual rental or hosting charge paid by the Customer to the Company.

LIABILITY – NOTIFICATION: No liability will be accepted in respect of loss or damage unless written notification is received by the Company within seven days of the supply of the goods or services.

9. LOSS OF DATA: Data is transmitted over the Internet and stored on the Company’s, or its agent’s servers at the Customer’s risk. Customers are advised to retail back-up copies of all data supplied to or created by the Company.

10. EXPEDITED DELIVERY: Should expedited delivery be asked for and necessitate overtime or other additional cost, an extra charge will be made.

11. DIAL-UP ACCOUNTS: The Company provides Internet access facilities including modem and ISDN connections. Any telecommunications charges incurred by the Customer will be the sole responsibility of the Customer.

12. DOMAIN NAMES: Where domain names are registered by the Company as the agent of the Customer, the Company will, on request, transfer the DNS tag to another Internet Service Provider, subject to any outstanding debit balance on the Customer’s account being cleared prior to the transfer.

13. VARIATION IN QUANTITY: The Company always endeavours to make and deliver the exact quantity ordered by the Customer but estimates are conditional upon a margin of 10 per cent being allowed for overs or shortage, these being charged for or deducted.

14. a) PAYMENT TERMS: CONTRACT CLIENTS:
Basic Programme:

Fees are payable in agreed monthly instalments on the first of the month. Costs and operational expenses are invoiced as incurred or on a monthly basis, with payment required within 30 days or sooner.
Additional Activities:

An invoicing and payment schedule for fees and costs is agreed in advance of commencement of work.
Interest will be charged without notice at the rate of 5% above base rate on all outstanding amounts once payment terms have been exceeded.

Where amounts are outstanding for more than 60 days, the Company reserves the right to suspend all services, including e-mail addresses, web site broadcasting and dial up accounts, until all monies are paid.
VAT is chargeable where applicable.

14. b) PAYMENT TERMS: PROJECT CLIENTS:
Main Project/Job:

Fees are payable by instalments in advance, with the first instalment due on commencement of the project. Costs and operational expenses are invoiced as incurred or on a monthly basis, with payment required within 30 days or sooner. New customers: fees are payable as follows: 50% with order and 50% on delivery. This is applicable for the first project ordered by the customer.

Additional Activities:

An invoicing and payment schedule for fees and costs is agreed in advance of commencement of work.
Interest will be charged without notice at the rate of 5% above base rate on all outstanding amounts once payment terms have been exceeded.

Where amounts are outstanding for more than 60 days, the Company reserves the right to suspend all services, including e-mail addresses, web site broadcasting and dial up accounts, until all monies are paid.
VAT is chargeable where applicable.

15. PROGRAMS: All programs, software or scripts created and/or provided by the Company are supplied "AS IS" and it is the Customer’s responsibility to ensure their suitability and efficacy.

16. DOMAIN NAMES – Registrars: By instructing the Company to register a domain name the Customer warrants that they understand and accept that all registrations are subject to the appropriate registrar’s published rules and dispute resolution procedures.

17. UK DOMAINS: All dot UK domain names are registered on behalf of Customers with NOMINET UK and the registration is subject to NOMINET UK’s Terms and Conditions. Full details are given on Nominet’s web site at http://www.nominet.org.uk and Customers are advised to follow the link and read the details of the contract they will be agreeing to by applying to register a dot UK domain name.
There are other UK domains, such as gb.com, gb.net, uk.com and uk.net which are registered through CentralNic and their Terms and Conditions are available on request.

18. E-MAIL: Where e-mail addresses are provided at domains owned by the Company the e-mail addresses will at all times remain the property of the Company.

19. VIRUS: The Company will use its reasonable endeavours to provide the Customer with continuous Internet services but the Company does not warrant or represent that it can do so since neither the Company or any other party has any control over the Internet as a whole as it is a global centralised network of computer systems. The Company excludes any liability for loss or damage suffered by the Customer as a result of any virus or other hostile computer program being introduced, denial of services attacks, spamming or hacking.

20. ORDERS: Written orders will be required with confirmation of fee/costs prior to any work being carried out by the Company.

21. RE-SELLERS: Where the Company’s services are being re-sold by an appointed re-seller, the re-seller undertakes to indemnify the Company against any claims against the Company of whatsoever nature by their customer. The re-seller agrees that they will, on request, provide their customer with a copy of the Company’s current published retail price list.

22. SERVICE AND RENTAL PERIODS: All charges for site hosting and other services, e-mail, page and copyright rentals are based on automatically renewing twelve months periods, with the exception of certain domain name registration which are based on two years or such other period as may be agreed in writing. All charges are due and payable prior to the commencement of each period.

23. CLAIMS: If delivery is to be made other than by the Company, the Company must be notified of non-delivery within seven days of the date of the invoice for the goods concerned. No liability will be accepted in respect of damage for any deliveries unless written notification is received by the Company within seven days of the receipt of goods.

Liability in respect of any such claim shall not exceed the replacement of the defective or incorrect goods or making good the shortage free of charge, or (at our discretion) refunding the price paid for the goods.

24. SUSPENDED ORDER: Should work be suspended at the request of or delayed through any default of the customer for a period of thirty days we shall be entitled to payment for work carried out and materials specially ordered or partly processed. The Company is entitled to cease working on any delayed or suspended order until payment is received.

25. CANCELLATION OF ORDERS: Cancellations cannot be accepted without prior agreement in writing from the Company. In the event of orders being cancelled we reserve the right to apply cancellation charges, to reclaim any costs directly or indirectly incurred.

26. RETURN OF GOODS: The Company cannot accept the return of goods unless authorised by the Company. No goods can be credited if supplied in accordance with the order given. Any goods returned outside of this arrangement will be entirely at the sender’s own responsibility. Where returns are authorised they must be advised by post the same day as despatched with details and route. The Company do not supply goods on approval or on a "sale or return" basis.

27. REFUSAL OF GOODS: If, for any reason the buyer is unable or refuses to accept delivery of the goods at the contracted time, the Company reserves the right to charge any costs incurred for storage, additional handling and transport charges.

28. OWNERSHIP OF GOODS: All goods shall remain the property of the Company until all sums due to the Company from the Customer, whether or not in respect of such goods have been paid in full. The customer shall be entitled to sell such goods in the ordinary course of his business (but not as agent for or otherwise on behalf of the Company). In the event of his so doing, the Customer shall hold upon trust for the Company such part of the proceeds of sale as may be required to satisfy all sums due to the Company as aforesaid.

If the Customer shall make default in any of these conditions, or if any distress or execution shall be levied upon the customer’s property, or if the customer shall make any arrangement with creditors, or commit any act of bankruptcy, or being a limited company any resolution or petition to wind-up such company, shall be passed or presented, or if a Receiver shall be appointed in respect of such customer’s undertaking, property or assets, then the Company shall have the right to determine all or any contracts with the customer without notice and the customer’s aforesaid rights to sell goods which remain the property of the Company shall cease, and the Company shall be entitled to immediate possession of all goods remaining in the custody or under the control of the customer, and shall be further entitled to enter upon the customer’s premises to recover the same.

29. COPYRIGHT: Copyright remains with the Company on any work supplied to the Customer, whether marked or unmarked with the copyright symbol. The Customer will agree usage of all work prior to the Company quoting on such works. All design originals, illustration, photography and master artwork files remain the property of the Company. The Customer may obtain an unlimited copyright usage of all of the above at a rate of 50% of the origination cost, which will be payable by the Customer to the Company prior to master files being released. The Customer undertakes that it will not remove the Company’s copyright notice from any work supplied by the Company, nor modify, change or alter the Company’s work without the prior written agreement of the Company.

30. CUSTOMER’S PROPERTY: Customer’s property and all property supplied to the Company by or on behalf of the customer will be held, worked on, and carried at customer’s risk. Where such materials are so supplied or specified, responsibility for defective work will not be accepted by the Company. The Company may reject any materials supplied or specified by the customer which appear to the Company to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged. Quantities of materials supplied must be adequate to cover normal spoilage.

31. FORCE MAJEURE: Every effort will be made to carry out the contract but its due performance is subject to cancellation by us or to such variation as we may find necessary as a result of inability to secure labour, materials, or supplies or as a result of any Act of God, War, Strike, Lockout or other labour dispute, Fire, Flood, Drought, Legislation or other cause (whether of the foregoing class or not) beyond our control.

32. ALTERATIONS TO THESE CONDITIONS: The Company reserves the right to alter these conditions of sale at any time upon giving not less than fourteen days notice in writing.

33. ENGLISH LAW: These conditions and any contract entered into in pursuance of them shall be constructed and take effect in accordance with English Law.