Upon commissioning Crystal Pyramid Limited to provide website design Products and/or Services the Client is deemed to have read these Terms & Conditions of business and agreed to be bound by them. All Project quotations and invoices issued by Crystal Pyramid Limited make reference to, and include a copy of, these terms & conditions as published at www.cplinternet.net.
Company: Crystal Pyramid Limited
Client: The business, organisation or individual for which the Company has agreed to provide Products or Services.
Products: Tangible goods created by the Company (eg.web pages, photographs and graphics for printing or other purposes) or provided by the Company for the Client (eg website hosting, email servers, and domain names).
Services: Work performed by the Company for or on behalf of the Client.
Project: The provision of Products or Services for the Client by Crystal Pyramid Limited
The Company shall provide the agreed Services and Products to the best of its ability and shall take all reasonable steps to comply with any timetable or other targets for progress/delivery/completion, which have been agreed with the Client. The Client shall provide the Company with all requested information and data required to provide the Services or Products to allow the company to comply with this agreement.
In connection with the Project, each party may receive or have access to commercially or personally valuable technical and non-technical confidential or proprietary information ("Confidential Information") of the other party. Confidential Information includes all information, whether oral or written, relating to the business of a party that is not generally known or available to others, including, without limitation, source code and documentation for software, trade secrets, customer lists, pricing strategies, marketing and business plans, information concerning a party's vendors, and a party's contemplated plans, strategies and prospects. Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law.
4. Relationship of the Parties.
The relationship of the parties in connection with this Agreement and the Project is that of an independent contractor relationship, and no partnership, joint venture or employee/employer relationship is intended except where expressly identified and agreed by both parties in the Project quotation.
5. Project Content/Media Delivery:
Unless otherwise specified in the Project quotation, it is assumed that all text will be provided by the Client in electronic format (MS Word or similar text files delivered via CD or email) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or in electronic format (jpeg, gif, tiff, etc). Additional expenses may be incurred and will be invoiced accordingly for corrective work, conversion of media or outside facility charges. Although a reasonable attempt shall be made by the Company to return to the Client any images or printed material provided for use in the Project, such return cannot be guaranteed.
6. Access Issues.
If the Client's Web site is to be installed on a third-party server, Crystal Pyramid Limited must be granted the necessary access to the Client's storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server and additional costs may be incurred and subsequently invoiced for.
7. Responding to communication from Crystal Pyramid Limited:
When the Client is required to respond to the Company in order to progress the Project, then the client agrees to respond to the Company with all the information required to continue with the Project within four weeks (except for the design review phase of payment - 14 days) of being contacted by either phone, fax, writing or e-mail else Client agrees to pay the Company up until the end of the current payment stage (see section 8) immediately. If after this time Client has not contacted the Company, Crystal Pyramid Limited retains the right to refuse to continue the work without a new agreement being signed and payment will be due up until the end of the current payment stage.
The Company will issue the Client with a Project quotation detailing the applicable charges prior to the provision of Services or Products. The Company requires a non-refundable deposit payment from the Client prior to the Project commencing. The Company also requires interim payments at set milestones if the project duration exceeds 60 days and these shall be noted in the Project quotation and any such additional payments are also be non-refundable.
Standard terms of payment are:
· 50% (Initial Design phase) advance deposit prior to project start plus any fees applicable to domain purchase or hosting services
· 30% (Design Review) upon client’s acceptance of the site design (at this point all agreed pages will be constructed where possible, and may or may not be awaiting content to be inserted)
· 20% (Final Invoice) balance due at Project completion & approval. If client does not approve the site at this stage the client has 30 days to respond with information required to finish the project. Failure to comply with this will result in the final balance becoming immediately payable. If the client does not pay the final invoice within 2 days of completion the website will be suspended until payment is received in FULL.and the company will not be held responsible for any losss of business if the website is no longer visible.
· Research fees are due in full before commencement of any work
All invoices must be paid in full by the Client on or before the due date specified on the invoice. If payment is not made by the due date, the Company will cease all work on behalf of Client and in addition shall be entitled, without limiting any other rights it may have, to suspend the Client's website & email accounts. All Products and Services remain the property of the Company until the Client has made payment in full. All fees are non-refundable once paid. By paying the Final Invoice, it shall be taken that client is fully satisfied that the Project has been completed to their full satisfaction with no errors or omissions. Any subsequent revisions or additions to the Project shall be chargeable at current rates.
The Company reserves the right to change prices of Products and Services at any time, and without notice - however, all pricing is guaranteed for accepted quotations and pre-paid services.
The agreement between the Company and the Client may be terminated immediately:
a) By the Company upon written notice to Client - reason for termination stated. (see section 13)
b) By Client upon written notice to the Company - reason for termination stated. (see section 13)
c) By the Company if the Client fails to pay any fees due within the settlement period stated on an invoice.
d) By the Company if the Client goes into liquidation, becomes bankrupt, or ceases trading for any reason.
In the case of cancellation of this agreement by either party then all work done up until that time will be provided to Client either by e-mail, CD or DVD following payment of all fees due in that phase of project development (see section 8).
10. Design Credit:
A link to www.cplinternet.net ("website by Crystal Pyramid") will appear in small typeface at the foot of each page comprising the Client’s website. If the Client wishes this be omitted then an extra +10% over the agreed quotation shall be payable by the Client for loss of advertising. The Company also reserves the right to include details (including web page image) of any website designed by it for a Client on the Company website www.cplinternet.net such as within the portfolio section.
11. Search Engine Promotion:
The Company will submit the Client’s website to several major search engines (cost free submissions) as part of the service and will make every reasonable effort to promote the website effectively but cannot and does not guarantee high rankings in search engine results, unless our paid for service is requested. (additional Terms & Conditions apply to this service, and will be provided upon request.)
As the Company has no control or influence over any search engine, online directory or search site the Company cannot provide any guarantee of listing or service on any 3rd party sites therefore, the Company cannot accept responsibility, or liability if any search engine, online directory or search site submitted to chooses not to list a Client's web site.
Search engine and online directory rules and algorithms may change from time to time without giving notice to the company and although the Company try to keep ahead of these changes the Company cannot be held responsible for any changes to the Clients site ranking/listing within these 3rd party sites. After the initial submission, any further submissions requested by the Client shall be chargeable.
12. Technical Support:
The Client agrees that the Company does not offer after sales telephone support - all support matters shall be handled via email (except where email usage is the problem). The Company shall provide free and unlimited support via email to the best of its ability on matters directly relating to the Client’s hosting account and website (if provided by the Company) for as long as the Client uses the Company service to host the website. The Company is under no obligation to provide ad-hoc support on general IT matters, not relating to Company Products or Services, via email or otherwise.
Any communication intended to change the project format, details or the agreement eg. Termination, or other communication to be given by either party under these conditions must be in writing (verbal notice is not sufficient) and be sent by special delivery or recorded delivery post.
Once the Final Invoice (see section 8) has been paid in full, the Client is assigned rights to use as a 'website' or any other product provided by the Company as part of the project, the design, graphics, and text contained within the finished project. However, all programming/source code utilised in or developed for the Project by the Company shall remain the property of the Company and may be used for other Company Projects or sold to other parties at the Company's discretion. The Client undertakes not to disassemble any page, code or any other item provided by the company for any use other than the original Project unless expressly allowed for in that Project. The rights to photographs, graphics, 3rd party source code, etc, shall remain the property of their respective owners.
15. Web Hosting:
Clients should also refer to our terms & conditions applicable to website hosting services if their completed website is to be hosted by the Company. Fees for server space (web site hosting), are chargeable on an annual basis and are to be paid by the Client to the Company in advance either in full or by 12 monthly instalments payable by standing order. Termination of this Service will only be accepted as a notice as defined in Section 13, and must be given 3 months prior to the anniversary date for that Service. If the invoice for hosting is not paid on or before the due date as defined on the invoice a £20+VAT Late Payment penalty will become chargeable. If the invoice remains outstanding 7 days after the due date the company will not be held responsible for any losss of business if the hosting expires and the website is no longer visible.
16. e-mail Hosting
When e-mail hosting services only are provided by the company, fees for server space (e-mail hosting), are chargeable on an annual basis, and are to be paid by the Client to the Company in advance in full. Termination of this Service will only be accepted as a notice as defined in Section 13, and must be given 3 months prior to the anniversary date for that Service. If the invoice for e-mail hosting is not paid on or before the due date as defined on the invoice a £20+VAT Late Payment penalty will become chargeable. If the invoice remains outstanding 7 days after the due date the company reserves the right to suspend all e-mail services and will not be held responsible for any loss business due to loss of e-mails brought about through the suspension of services.
17. Domain Registration and Domain Renewal Fees
The company will register and purchase Domain Names on behalf of Clients at their request. The Client agrees to pay the current rate charged by the Company for Domain Name purchase. If the invoice for Domain Name purchase is not paid within 7 days of an invoice being issued a £20+VAT Late Payment penalty will become chargeable. If a Client already owns the Domain Name they wish to use with their website then the Company will not be held liable to the Client for any costs incurred transferring the Domain Name to the Companies hosting services similarly if the Client wishes to transfer the Domain Name from the Companies control then the Company will not be held liable to the Client for any costs incurred in transferring the Domain Name away from the Companies control to the 3rd Party. The company also makes a charge for this service of £25+VAT. Domain Names and any other related items that are chargeable on an annual or bi-annual basis are to be paid by the Client to the Company in advance. Termination of any of these Products or Services will only be accepted as a notice as defined in Section 13, and must be given 3 months prior to the anniversary date for that Product or Service. If the invoice for domain name renewal is not paid on or before the due date as defined on the invoice a £20+VAT Late Payment penalty will become chargeable. If the invoice remains outstanding the company will not be held responsible if the domain name expires.
The Client agrees to indemnify and hold harmless Crystal Pyramid Limited, and its employees, agents and subsidiaries from any and all claims, losses, damages, liabilities and expenses (including solicitor's fees) related to or arising out of the services provided by Crystal Pyramid Limited to the Client, including without limitation claims made by third parties (including customers of the Client) related to any false advertising claims, liability claims for products or services sold by the Client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided hereunder, or for any content submitted by the Client, but excluding those related to the gross negligence or intentional misconduct of Crystal Pyramid Limited.
19. Force Majeure:
The Company shall not be liable for any delay or failure in performance of obligations which is due to, or results from, any acts, events, omissions, happenings or non-happenings beyond reasonable control including acts of God, strike, work stoppages, government regulations, acts or directives, war, riot, fire, flood, civil unrest, equipment or facilities shortages or delays which are experienced by providers of internet services generally, or any circumstances beyond the control of the Company.
(a) In the event that any provision of this Agreement or the Client conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.
(b) The failure of Crystal Pyramid Limited to insist upon or enforce strict performance by the Client, of any provision of this Agreement or the Project, or to exercise any right under this Agreement or the Project, shall not be construed as a waiver or relinquishment of its right to enforce any such provision or right in any other instance.
(c) This Agreement may be modified by Crystal Pyramid Limited at any time by publication through its website (www.cplinternet.net) or by sending the Client an email to the address listed on the Project, except that such changes shall not affect Projects that have already been accepted.
21. Entire Agreement:
This Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter of this Agreement. Sending the acceptance of this Agreement to Crystal Pyramid Limited equals the Clients signature to this Agreement. This Agreement may be changed only by a written agreement signed by both parties.
22. Applicable Law:
English law shall apply to these terms, notwithstanding the jurisdiction where you are based. You irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with this agreement and for those purposes irrevocably submit all disputes to the jurisdiction of the English courts. The place of performance shall be England. We make no warranty or guarantee that the Site or information available over it complies with laws other than those of England.
Crystal Pyramid Ltd reserve the right to amend these Terms & Conditions at any time without prior notice