These general terms and conditions, together with Part A and/or Part B (as appropriate to the nature of the Product(s) or Service(s) to be provided by ANTiT, (“us, “we”, etc)), collectively, the “General Terms” are the contract between you and us. By purchasing the Product(s) or using the Service(s), you agree to be bound by them.

Please read these General Terms carefully and save them.

Subject to these General Terms, we agree to provide to you some or all of the Product (s) and/or Service(s) described herein at the prices we charge from time to time.

The following definitions and rules of interpretation apply in these General Terms:

Add-On(s): means any or all of the range of additional features, facilities and services compatible with the Customer Website Theme Service(s) but supplied (if applicable) as chargeable extras in accordance with either: (1) the pricing structure for Add-On(s) displayed on WEBPRO and/or any other website owned and operated by us; or (2) as described in a separate Quotation.

ANTiT: means ANTiT Website Design & Development Limited, a company registered in England and Wales, (company No. 07224703) whose registered office is 192B Station Road, Edgware, Middlesex HA8 7AR, United Kingdom, trading as WEBPRO IT, WEBPRO Creative, WEBPRO Adviser and any additional trade name as we develop the business.

Applicable Laws: means all applicable laws, statutes, regulation and codes from time to time in force.

Business Day: means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: means the period from 9.00 am to 5.30 pm on any Business Day.

Charges: means the charges as set out in the Quotation and confirmed by the Order; or our published price list or tariff structure in force from time to time.

Compliance Authority: means the UK body or bodies responsible for the regulatory aspects of licensing financial advisers or other professionals in other industry sectors.

Confidential Information: means all Information designated as such by either party in writing together with all such other Information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel and customers of either party or Information which may reasonably be regarded as the confidential Information of the disclosing party.

Contract: means a contract, subject to these General Terms, for the provision of the Product(s) and/or Service(s) between you and us.

Customer: means you, the company, firm, body or person purchasing the Product(s) and/or Service(s) from us or using WEBPRO and/or any other websites owned and operated by us.

Customer Content/Data: means text, graphics, photographs, sounds, Information, data, music, video, film or any other copyright work publicly available on the Customer Website or provided for publication on the Customer Website either by you or any other third party (excluding us) commissioned by you, together with all User Generated Content and Information regarding Users (such as, for example, the number of page impressions, users email addresses or other Information posted by Users or depicted by the Customer Website about Users).

Customer Website: means the website developed or supported by us for you as described in the Specification, including but not limited to Customer Website Theme Services and/or Customer Website Design Services and any website developed for you by a third party.

Customer Website Design Services: means the bespoke design, development and implementation of a website tailored to the Customer’s Specification, including but not limited to software development and back-end administration systems and such service(s) will be provided to you in accordance with these General Terms and Part A: the Customer Website Design Terms.

Customer Website Design Terms: means those additional terms given in Part A which apply to our Customer Website Design Services.

Customer Website Theme Services: means the range of website themes offered under licence by us on WEBPRO and/or any other websites owned and operated by us, incorporating the website theme’s design, style and content including all modifications, alterations and amendments to the website theme in accordance with the Customer’s Specification and such services will be provided to you in accordance with these General Terms and Part B: the Customer Website Theme Terms.

Customer Website Theme Terms: means those additional terms given in Part B which apply to our Customer Website Theme Services.

Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).

Default: means any breach of the obligations of either party (including but not limited to a fundamental breach or breach of a fundamental term).

Domain Name: means the name registered with an Internet Registration Authority used as part of the Customer's URL.

Domains: means the website domains owned and operated by us, (including but not limited to webpro-it.co.uk incorporating the Product(s) and Service(s) offered on these websites.

Information: means Information in any form (including visual and textual) published or otherwise made available (directly or indirectly) on the Internet via the Customer Website.

Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential Information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Internet Registration Authority: means an official organisation which administers a database registry of all Domain Names based on specific geographical or other criteria.

Invoices: means invoices raised by us for the Product(s) and/or Service(s) provided pursuant to a Contract and, if specifically requested, confirmed to you either by email or any other automated means.

Ongoing Service(s): means website support and maintenance, website hosting, website optimisation, or other service(s) offered by us which may impose either a monthly or annual payment.

Online Marketing Services: means the provision of the data processing service(s) and software for your use as defined in clause 16 of these General Terms.

Order: means a purchase order in respect of the Product(s) and/or Service(s) and/or the Customer Website Theme Services and/or the Customer Website Design Services requested by you and submitted to us in writing by postal or electronic means, together with all documents referred to in it and finally acknowledged and approved by us to you by email.

Product(s): means the product or products which are the subject matter of a Contract, being the product(s) to be provided by us to you via email pursuant to the Order.

Quotation: means a quotation, either in written form or as published on WEBPRO and/or any of our other websites, for an agreed piece of work (incorporating these General Terms and the Customer Website Theme Terms or the Customer Website Design Terms (as appropriate)) provided by us to you in respect of the Product(s) and/or Service(s).

Server: means our Internet server or servers.

Services: means our services including but not limited to the Customer Website Design Services and/or the Customer Website Theme Services which are the subject matter of a Contract, being the work and/or service(s) to be performed by us for you pursuant to the Order including, without limitation, the Ongoing Service(s) and any other service advertised or offered by us.

Specification: means the specification for any services agreed between you and us by way of email and set out in the Order.

Standard Content: means the technical content, which is supplied by us to you for use as part of the Customer Website Theme Services or for use in respect of Customer Website Design Services or for use in respect of any other Product or Service provided by us to you.

Standard Feature(s): means the standard range of features, facilities and services supplied with the Customer Website Theme Service(s) including the Standard Content in accordance with the pricing structure displayed on WEBPRO and/or any other website owned and operated by us and/or any other marketing literature, all of which may be changed or amended by us at our discretion and without notice.

Standard Form: means our standard form of Order.

Standing Order: means a regular, fixed payment from your bank account in favour of us.

User: means any member of the public accessing the Customer Website via the Internet or by any other means.

User Generated Content: means all such material posted by Users on the Customer Website.

URL: means a uniform resource locator.

VAT: value added tax chargeable under the Value Added Tax Act 1994.

1. GENERAL

1.1 By you placing an Order for Product(s) and/or Service(s), you confirm acceptance of these General Terms and you agree to be bound by them.

1.2 A Quotation shall not be binding on us and the Contract will only come into being upon acceptance by us of the Order by either us sending you an email confirming such order or signing or counter signing and dating of the Order and returning it to you or the issue by us, electronically or otherwise, of an order acknowledgement.

1.3 The Contract will be subject to these General Terms and the Customer Website Design Terms and/or the Customer Website Theme Terms (as applicable). All terms and conditions appearing or referred to you in the Order or otherwise stipulated by you shall have no effect, unless such an Order is in the Standard Form. Any variation to the Contract must be confirmed in writing by us.

1.4 Quotations submitted by us shall remain open to you for acceptance for a period of 14 (fourteen) days from the date of the Quotation, unless the Quotation specifies some other period, or we withdraw the Quotation for any reason.

1.5 These General Terms shall, to the extent applicable, apply to Product(s) in the same way as they apply to Service(s).

1.6 We reserve the right to accept or reject any Order placed for Product(s) and/or Service(s).

1.7 We further reserve the right to add, delete or change some or all of the Product(s) and Service(s) we offer on WEBPRO and/or any other websites owned and operated by us at any time without prior notice.

1.8 These General Terms may be updated or otherwise amended without prior notice and shall always prevail in the event of conflicts between the Order, the Contract, the Customer Website Design Terms and/or the Customer Website Theme Terms (as applicable) and any other document.

2. PRICES

2.1 Where the Product(s) and / or Service(s) are sold by reference to our published price list or tariff structure, the price payable for the Product(s) and/or Service(s) shall be the ruling price as published in the price list or tariff structure current at the date of purchase.

2.2 In other cases, the price for the Product(s) and/or Service(s) shall, subject to clause 1.3 above, be that stated on the relevant Quotation and confirmed in the Order.

2.3 After receipt of your Order, we reserve the right to revise the original Quotation if you request alterations to the Customer Content/Data and/or Specification(s) which are not specified in your original Order.

2.4 We shall (if applicable) add to the price of the Service(s), and you agree to pay, an amount equal to any VAT and any other tax or duty applicable from time to time to the sale or supply of such Service(s).

2.5 Any price changes to Ongoing Service(s) will take effect from the 1st day of the month and you will be notified in writing at least 7 (seven) days before any price change takes effect. All Ongoing Service(s) may be subject to an annual increase to cover rising costs.

3. TERMS OF PAYMENT

3.1 Prices quoted are net and in Pounds Sterling.

3.2 As consideration for the performance of our obligations under the Contract, you shall pay all sums owing pursuant to a Contract to us.

3.3 Further terms of payment are given in the Customer Website Design Terms and/or the Customer Website Theme Terms (as applicable). Prices and specific payment terms for additional services, which covers but is not limited to bespoke projects and other services including software development and back-end administration systems will be quoted based on specification agreed, content, functionality and development time, and confirmed in writing, and we reserve the right to amend the Quotation.

3.4 Unless we otherwise agree in writing, payment of Invoices must be received by us from you within 14 days of the date of the Invoice (the "Due Date"). You shall remit payment to us in accordance with clause 3.6 below.

3.5 Failure to make payment by the Due Date may result in the withdrawal, suspension or disconnection of any Product, Service and/or Ongoing Service.

3.6 You shall make all payments due to us by one or several of the following means:

• 3.6.1 Electronic transfer direct to our nominated bank account;
• 3.6.2 Arranged Standing Order direct to our nominated bank account;
• 3.6.3 Debit or Credit Card payment;
• 3.6.4 Bankers Draft made payable to ANTiT
• 3.6.5 Cheque made payable to ANTiT and in each case payment shall be in Pounds Sterling without set off or deduction.

3.7 Cancellation of your standing order to us for any reason other than termination of Contract with WEBPRO will incur a penalty equivalent to £50.00 reinstatement fee and interest for outstanding balances in accordance with clause 3.9 below.

3.8 We reserve the right to cease or suspend all services or remove your website from the web or stop support under the Ongoing Service(s), if at such time there is a dispute or delay over an agreed payment or receipt of completed standing order, with no prior notice.

3.9 If you fail to pay any amount due to us under a Contract by the relevant Due Date, default interest at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 shall be added to such amount for the period from the day after the due date until the date of receipt (whether before or after judgment) together with any reasonable and proper amounts incurred by us in seeking to recover such late payment from you (including, without limitation, legal fees).

4. PLACING OF AN ORDER

4.1 The procedures for placing Orders for Customer Website Design Services are given in Part A, and for Customer Website Theme Services are given in Part B.

4.2 Any Orders made by Customers for Services outside those provided for in Part A and/or Part B are to be agreed with us by email.

5. DELIVERY AND COMPLETION DATES

5.1 We undertake to use our reasonable endeavours to provide completed Services to you within the time frame stipulated in the Order, or if no time frame is specified, within 30 days of the date on which we receive a signed Order from you.

5.2 The dates and timeframes for carrying out the Services and delivery of any Customer Website are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.

5.3 We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform save where the same is a result of our negligence.

5.4 No delay (unless material) shall entitle you to reject any delivery or performance or any other Order from you or to repudiate the Contract or the Order.

6. CHANGES TO THE SPECIFICATION

6.1 If you submit a request for design changes, site recolouring, modifications or further customisation to the Customer Website, software or other Product(s) and/or Service(s), we will provide you with a Quotation in advance. Upon your acceptance of the Quotation, we will raise an invoice and it will be payable prior to commencement of work unless otherwise agreed in the Order.

6.2 Only if a support contract is in place, will we make or add, at no charge:

• 6.2.1 Changes to contact details;
• 6.2.2 Essential updates as required by the relevant Compliance Authority;
• 6.2.3 General textual modifications to the Customer Content/Data subject to our Fair Usage Policy;
• 6.2.4 Image replacements subject to our Fair Usage Policy;
• 6.2.5 Information, where allowed and provided by you for inclusion on the Customer Website provided that the articles or Information are supplied to us complete and in electronic format. For the avoidance of doubt, this sub-clause only applies to a Customer Website that is already set-up for Information.  If your Customer Website is not already set-up, and such Information can be set-up, we would provide this Service at the chargeable rates in accordance with the provisions of clause 6.3 below.

6.3 Other additions or customisation will be chargeable on an hourly rate basis, unless an agreement for Ongoing Service(s) exists between you and us which specifies the inclusion of further additions or customisation within the agreed price. In any event, we will agree with you in advance of any charges and payment terms prior to commencing the additional work or customisation.

6.4 Examples of additional work or customisation include, but are not limited to:

• 6.4.1 Additional pages;
• 6.4.2 Additional forms;
• 6.4.3 New graphics;
• 6.4.4 Creation of image links to other websites;
• 6.4.5 Re-skin of the Customer Website;
• 6.4.6 A new bespoke design under the category of Customer Website Design Services.

7. RESPONSIBILITY FOR APPROVING THE CUSTOMER WEBSITE

7.1 You acknowledge and agree that we shall produce the Customer Website based on the Specification you have provided.

7.2 It shall be your responsibility (and not the responsibility of ANTiT) to review and approve the Content of the Customer Website (including, without limitations, the spelling of names and addresses and the accuracy of telephone numbers) at the time of completion of the Customer Website by us and submission of the Customer Website to you for approval by you.

7.3 We shall have no liability to you for any inaccuracies in the Customer Website if and to the extent that you have failed to review and/or approve (or, if required, request amendment to) the Customer Website provided as outlined in the Contract and/or Specification.

8. WEBSITE UPGRADES

8.1 Upgrades to the Customer Website or enhancements to the standard features will be offered to you from time to time, some of which may be subject to a supplementary charge. Details of any additional charges will be provided when you are informed about the upgrades.

9. ADVERTISEMENT

9.1 You will permit us to incorporate a small and discreet advertisement of our services at the bottom of all Customer Website pages.

9.2 You will further permit us to link to or reference the Customer Website to promote our services.

10. INTERNET BROWSERS

10.1 All Customer Websites are developed to work with the browsers Firefox, Google Chrome, Microsoft Edge and Safari (on their latest version at the time of development). Should you require that the Customer Website is modified to work with other browsers, or with any legacy version of any browser, an additional charge may be made.

10.2 As a result of advancements in technology, Customer Websites may not operate with certain legacy browsers. It is your responsibility to make appropriate checks and, if appropriate to consult with us, that any browser or browsers you utilise are compatible with the browsers on which the Customer Websites have been developed to operate.

10.3 Software manufacturers release newer versions of their browsers from time to time and we have a policy of design renewal which uses the latest technologies available to take advantage of these advancements. You will be advised of changes to our Product(s) and Service(s) as and when they become available, and you will be given the opportunity to upgrade at a preferential rate.

10.4 Whilst websites built for older browsers should be upwardly compatible, we have no control of manufacturers' decisions, and as a consequence, we cannot guarantee an older website will work correctly on newer browser versions and so we always recommend that you upgrade your Customer Website. We reserve the right to apply a charge to make an older site compatible if required.

11. WEBSITE HOSTING

11.1 The terms governing the hosting of the Customer Website are given in our Software Development Contract which is outside the scope of these General Terms.

11.2 The hosting of the Customer Website on our commercial servers may, (depending on what you request and subject to our confirmation) be included in the charges covered within the Ongoing Service(s).

11.3 Following commencement of the Contract, we will install the Customer Website onto its commercial servers in accordance with the Specification and provide a connection to the internet via the servers.

11.4 We may at times provide you a secure means of access to the servers for the reasons specified to you in our confirmation email.

11.5 We do not warrant that the website hosting service or server(s) will be continuously available 24 hours per day, 7 days per week but will use our reasonable endeavours to keep downtime to a minimum.

11.6 We may need, at times, to temporarily suspend the web hosting service for repair, maintenance or improvement of the website hosting service. We will give you as much notice as is reasonably practicable in the circumstances, before initiating the temporary suspension. We will use reasonable endeavours to restore the website hosting service as soon as reasonably possible.

11.7 You accept the website hosting service and server(s) "as found" with any faults, or failings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitations any implied warranty of accuracy, completeness, quality, continuity of service, connectivity and fitness for a particular purpose.

11.8 The Customer Website, including website files and database(s), will be backed up daily and the back up retained for two weeks.

11.9 The contract for Customer Website hosting is for a period of twelve (12) months commencing from the date the Order is accepted by us (the “Term”).  You may terminate the hosting contract by providing us with no less than one (1) months’ notice, but you acknowledge and agree that should you cancel the hosting contract during the Term, you are still liable to pay us for the entire 12 months.  

12. WEBSITE SUPPORT

12.1 Support of the Customer Website may, (depending on what you request and subject to our confirmation) be included in the charges covered within the Ongoing Service(s).

12.2 Should you request any changes, you must submit them to us in writing to theteam@webprosupport.co.uk

12.3 You acknowledge that any dates we provide are merely estimates and time is not of the essence.  We do aim to respond to any Customer requests as soon as practicable, but it must be noted that our response will depend on the complexity of the changes required and our workload at the time.

12.4 The contract for Customer Website support is for a period of twelve (12) months commencing from the date the Order is accepted by us (the “Term”).  You may terminate the support contract by providing us with no less than one (1) months’ notice, but you acknowledge and agree that should you cancel the support contract during the Term, you are still liable to pay us for the entire 12 months.  

13.    WEBSITE SECURITY

13.1 We generally include basic security updates in our annual support contract. We reserve the right to charge for any large security updates which we would quote for prior to any work taking place. If you refuse to perform security updates and this compromises the security of the website, and consequently our servers, we reserve the right to sever the Contract and collect all fees which would have been payable by you to the original expiry date of the Contract. We may further charge a fee for any work required to move the website to another supplier. We accept no responsibility for websites compromised irrespective of whether you have agreed for us to update security.  

14. WEBSITE SERVICES

14.1 Subject to clause 14.2 below, if required, we will register your chosen Domain Name(s) (subject to availability and prevailing advertised costs) and will take responsibility for the management of the Domain Name(s) at no cost to you until the end of the Domain Name's (or Names') current period, which will be for the initial two years following submission of the Order to us.

14.2 We do not accept any responsibility for domains expiring as a failure of your response or from your failure to pay us for the domain renewal.  It is important that you are aware that we need confirmation from you and to be in receipt of payment in full before the domain is renewed.

14.3 We will register your Domain Name(s) and act as the registrar for the Domain Name(s). You will be the registrant of the Domain Name(s).

14.4 If you register your Domain Name with us, please be aware that you are also entering into a contract with Nominet. The terms of this contract can be found at https://www.nominet.uk/go/terms .

14.5 All subsequent Domain Name renewal fees will be payable by you and are mandatory to ensure the continuing validity and visibility of the Customer Website.

14.6 If you decide to transfer your Domain Name(s) to another service, any costs incurred by us will be recharged to you at cost plus an administration fee, the value of which will be provided in our confirmation email.

14.7 If you are already in possession of a Domain Name which you wish to utilise, we will assist in the transfer of the Domain Name as required at cost. The registrar with which you have registered your Domain Name may also require a transfer fee, which is also payable by you. For the avoidance of doubt, we will not be held responsible for the renewal of the Domain Name until we are the ones administering it, at which point the responsibility lies with you as per clause 14.2 above.

14.8 We reserve the right to refuse to transfer Domain Names if any payments owing to us remain outstanding.

14.9 We shall accept no liability for any financial loss resulting from a Domain Name or Names not being renewed.

14.10 We shall have no liability arising from any financial loss due to any registered email address or mailbox not being available.

15. EMAIL SERVICES

15.1 IMAP, Exchange and Microsoft 365 email boxes are available for an additional charge.

15.2 We will provide email services on a month by month contract to make it easier for you to add and remove email addresses as and when needed.  However, for the avoidance of doubt, we will not be held responsible for any outages, loss of service or loss of data.

16. ONLINE MARKETING SERVICES

16.1 We offer a range of online marketing and social media marketing services, including but not limited to social media campaigns, email campaigns, Google Ads, also known as Google AdWords or Pay Per Click (PPC) advertising, and analytics services.  

16.2 Prices and payment terms for Online Marketing Services shall be provided to you by email.

16.3 We offer a comprehensive search engine optimisation (SEO) service.

16.4 Where specified in the Contract or Order, we shall provide a SEO service to endeavour to maximise the exposure of the Customer Website in response to a search engine search, only in relation to the search engines "Google", "Yahoo" and "Bing". For the avoidance of doubt however, we cannot guarantee any positive results.

16.5 Whilst we will use reasonable endeavours to improve the position of the Customer Website in the nominated search engine results in response to a search request, we do not warrant that such service will deliver positive results.

16.6 We shall have no liability to you for any changes to the Services including but not limited to any position of the Customer Website in the nominated search engine results in response to a search.

17. GRAPHIC DESIGN

17.1 Any graphic design service requested will be quoted on a per project basis. Payment for such service will be a 50% deposit and 50% balance on completion. Designs will be owned by you subject to payment in full for the service in accordance with this clause 17.1.

18. COMPLIANCE

18.1 If applicable, we make every effort to update, as and when necessary, those areas of Customer Websites which require modification and changes to satisfy the requirements of the relevant Compliance Authority or network to which you are a member. Such changes will usually be required as a result of new legislation, any changes to the relevant Compliance Authority or network to which you are a member, and the effects of the annual government budget. These changes will usually be made free of charge only where there is a valid support contract in place. Any work outside of a support contract will be quoted for.

18.2 Where your business requires that the Customer Website must be approved by the relevant Compliance Authority or a network to which you are a member, the Customer Website will not be made accessible in the public domain until you or the relevant Compliance Authority or network to which you are a member has approved the Customer Website and you have instructed us to make the Customer Website "live". Any reasonable amendments required to satisfy the relevant Compliance Authority or network to which you are a member will be made at no additional cost to you before this point. Any amendments requested following the Customer Website being made “live” will be chargeable where there is not a support contract in place.

18.3 It is important to note that we are not authorised to confirm that the Customer Content/Data will satisfy the relevant Compliance Authority or network to which you are a member, and the responsibility for satisfying the requirements of the relevant Compliance Authority or network to which you are a member will always lie with you. You will be responsible at all times for ensuring that the Customer Website and any changes to the Customer Website satisfy the requirements of the relevant Compliance Authority or network to which you are a member. Furthermore, you are responsible for keeping a copy of the Customer Website and details of all changes to the Customer Website for compliance purposes. We will ordinarily retain only a copy of the most current version of the Customer Website.

18.4 For the avoidance of doubt, we will not be held responsible for: (a) delays to a website because of your failure to provide us with the necessary information and/or feedback in a timely manner; and/or (b) how long compliance takes to review a website and provide approval.

19. WARRANTIES

19.1 You warrant that:

• 19.1.1 you have the right to include, and permit us to include, the Information and the Customer Content/Data on the Customer Website, or have obtained the rights from third parties to do so;
• 19.1.2 you will not supply us with, nor upload to the Customer Website, post, email, or otherwise transmit (or allow to be transmitted) by the Customer Website (or request that we carry out any such upload, posting, email or transmission on your behalf), any Information or Customer Content/Data that is:
  • unlawful, harmful, threatening, abusive, harassing, tortious, indecent, defamatory, obscene, libellous, menacing or invasive of another person's privacy, hateful or racially, ethnically or otherwise objectionable, or harmful to minors in any way;
  • in breach of any third party right under any law or under a contractual or fiduciary relationship;
  • an infringement of any Intellectual Property Rights;
  • unsolicited or unauthorised advertising, promotional material, unsolicited bulk email (also known as "junk mail"), "spam", "chain letters", "pyramid schemes", or any other form of solicitation;
  • containing software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • intentionally or unintentionally a violation of any applicable law and/or regulation having the force of law;
  • data which contravenes the Data Protection Legislation in any way.
• 19.1.3 you will not:
  • misuse WEBPRO and/or any other websites owned and operated by us by introducing viruses, worms or other material which is technologically harmful;
  • attempt to gain unauthorised access to WEBPRO and/or any other websites owned and operated by us, the Server on which WEBPRO and/or any other websites owned and operated by us are stored or any other server, computer or database connected to WEBPRO and/or any other websites owned and operated by us; or
  • attack WEBPRO and/or any other websites owned and operated by us via a denial-of-service attack or a distributed or malicious denial-of service attack.
• 19.1.4 you will at all times comply with the Data Protection Legislation.

19.2 You accept that we are under no obligation to monitor or approve the Information and the Customer Content/Data and accept that we exclude all liability of any kind for all material comprising the Information and the Customer Content/Data.

19.3 We warrant that:

• 19.3.1 we shall perform the Service(s) with reasonable skill and care in accordance with the standards generally observed in the industry for similar services; and
• 19.3.2 we will comply with the Data Protection Legislation.

20. INTELLECTUAL PROPERTY

20.1 You acknowledge that any Intellectual Property Rights created, developed, subsisting or used by us in or in connection with the provision of the Service(s) shall be the sole property of ours.

20.2 Where applicable all right, title and interest in and to the Intellectual Property Rights in the Standard Content shall vest exclusively in us (or any third party). All rights are reserved. None of this material may be reproduced or redistributed without our written permission. In respect of the Customer Website Design Services, and subject to our receipt of payment in full by you, all right, title and interest in and to the Intellectual Property Rights in the Customer Content/Data and the design contained within the scope of the Customer Website Design Services, the text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software shall vest exclusively with you (with the exception of any third party Intellectual Property Rights (such as library images) which is licensed to us.

20.3 As such, and subject to the agreement between you and us in respect of clause 20.6 below, we shall be free to use the source code, reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works, and distribute such material unless specifically agreed otherwise. In addition, we shall be free to use any ideas, concepts, know how, software or techniques acquired in the construction of websites for any purpose whatsoever included but not limited to developing, manufacturing and marketing products and any other items incorporating such Information unless specifically agreed otherwise.

20.4 Nothing in these General Terms grants to you any rights to sell or market the Service(s) to any third party.

20.5 All right, title and interest in and to the Intellectual Property Rights in the Customer Content/Data which is provided for publication on the Customer Website either by you or any other third party (excluding us) commissioned by you, together with all User Generated Content and Information regarding Users shall vest exclusively in you.

20.6 All open source platforms we build on are provided under a general public license.

21. INDEMNITY

21.1 You shall indemnify us against any loss, damage, cost or expense (including reasonable solicitors' fees and expenses) which we may suffer or incur as a result of:

• 21.1.1 any claim by any third party that your Information or content infringes the Intellectual Property Right of a third party or is fraudulent, offensive, abusive, defamatory, obscene or menacing or causes annoyance, inconvenience or constitutes unsolicited advertising or promotional material;
• 21.1.2 work done in accordance with your instructions in hosting of the Customer Website on the Server involving the infringement of any Intellectual Property Right (including but not limited to framing or linking to third parties' web sites);
• 21.1.3 any claim by a third party arising from your breach of the warranties under clause 21.1.1 above;
• 21.1.4 any claim by a third party suffering subsequent faults and damages caused to hardware, software programs, or such damages as loss of production and earnings, due to materials supplied by you for use by us.

21.2 We shall not be liable to you for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Contract, the Order, the Server, the connectivity to the Internet, the Hosting, the Customer Website, the Specification, the Software, their use, application, support or otherwise, except to the extent which it is unlawful to exclude such liability. For the avoidance of doubt, we shall not be held responsible for any losses incurred by: (i) any failure to renew domain(s) (either by us or any third party); (ii) any services provided by our suppliers; (iii) you severing your relationship with us but failing to cancel the standing order; or (iv) you terminating your relationship with us without notice.

21.3 You shall indemnify us against any loss, damage, cost or expense (including reasonable solicitors' fees and expenses) which we may suffer arising from any act, omission, neglect or default, of you, your agents, or employees, or arising from or in connection with a breach of your obligations, representations and warranties in respect of Customer Content/Data or Information provided by you in connection with the Customer Website, Order, Specification, Product(s) and/or Service(s) as provided in this Agreement.

21.4 It is your responsibility to be familiar with the relevant data protection and privacy laws and recognise that we have no control or influence over email content processed by Internet Service Providers. You shall hold us harmless from and indemnify us against any claims by any party relating thereto.

22. LIMITATION OF LIABILITY

22.1 Our total liability to you in contract, tort (including but not limited to negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to your reputation or depletion of goodwill or otherwise), arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount you paid pursuant to the Customer Website, Product(s), Service(s) or Order as outlined in the relevant Contract, or a refund of the relevant Contract price.

22.2 We shall not be liable to you for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to your reputation or depletion of goodwill or otherwise), in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Customer Website, Product(s), Service(s) or Order as outlined in the relevant Contract.

22.3 We shall not be liable for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to your reputation or depletion of goodwill or otherwise) resulting from our failure or delay in performing our obligations pursuant to the Customer Website, Product(s), Service(s) or Order to the extent that such failure or delay arises from circumstances beyond our control. Neither party intends that any of these General Terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

22.4 We provide the Customer Website to you on an "as is" and "as available" basis and we do not warrant that you or any of your users will be able to access the Customer Website at all times or that the Customer Website will be absolutely secure, uninterrupted or free from infection and viruses. We will not be responsible for our failure to provide you services on the Customer Website, or for errors which relate to the provision of services on the Customer Website, or for technical problems that may hinder the efficacy of the Customer Website.

22.5 We will use reasonable endeavours to ensure that the data on the Customer Website is accurate and to correct any errors or omissions as soon as practicable after being notified of such errors or omissions. We do not monitor, verify or endorse Information submitted by third parties for posting on the Customer Website and you acknowledge that such Information may be inaccurate, incomplete or out of date.

22.6 To the extent permitted by applicable law, we disclaim all warranties and representations (whether express or implied) as to the accuracy of any Information contained on the Customer Website. We do not guarantee that the Customer Website will be fault free and we will not accept liability for any errors or omissions.

22.7 In no circumstances whatsoever shall we be liable for economic, indirect or consequential loss arising from delays or service interruptions to the Customer Website or any Product(s) and/or Service(s) supplied by us to you. Due to the nature of electronic transmission of data over the internet, and the number of users by whom data is posted on to the Customer Website, any liability which we may have for any losses or claims arising from an inability to access the Customer Website, or from any use of the Customer Website or reliance on the data transmitted using the Customer Website, is excluded to the fullest extent permissible by law.

22.8 We shall not be responsible for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to your reputation or depletion of goodwill or otherwise), occasioned by computer viruses, whether introduced by our software or otherwise.

22.9 We shall not be responsible for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to your reputation or depletion of goodwill or otherwise) occasioned by unforeseen hardware problems which could affect continuity of service.

22.10 We shall not be held liable for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to your reputation or depletion of goodwill or otherwise) or damage caused by the use, misuse, unavailability or removal of Product(s) and/or Service(s).

22.11 We shall not be liable in the event that a Domain Name has been already registered by some other person at the time when we seek registration of a Domain Name on your behalf, in which event (if applicable) we will make a full refund to you without any other liability on our part for your loss. If we are unable to register a Domain Name you have selected, we will seek to secure an alternative Domain Name of your choosing.

22.12 We do not guarantee that we will be able to secure IP addresses, IP ranges or Domain Name(s) on your behalf and acceptance by us of the Order shall not give rise to any such warranty in respect of the details appearing on the Order.

22.13 We may not be notified whether or not attempts to secure IP addresses, IP ranges or Domain Name(s) have been successful and it is your responsibility to establish whether or not the IP addresses, IP ranges or Domain Name(s) have been successfully secured. We give no warranty that, once secured, you will be permitted to retain such IP addresses, IP ranges or Domain Name(s).

22.14 You should not take any step or act based on your ownership of the Domain Name(s) until you have received legal confirmation from the relevant Internet Registration Authority that you are the registered owner of the Domain Name.

22.15 We provide no assurances as to the online ranking, positioning and prominence of Customer Websites within an individual search engine or directory or any such third-party websites.

22.16 We use all reasonable skill and care in the operation of WEBPRO and/or any other websites owned and operated by us and in providing the Product(s) and Service(s) presented therein.

22.17 We make no representation and exclude any warranty, express or implied, as to the availability, quality, accuracy, timeliness, completeness, performance or fitness for purpose of WEBPRO, its Product(s) and/or Service(s) and/or any other websites owned and operated by us and their Product(s) and/or Service(s).

22.18 Where you obtain products, goods or services from third party organisations through us or following your use of WEBPRO and/or any other websites owned and operated by us. We do not accept any liability for any such products, goods or services, which are provided by third party organisations over which we have no control. It is your responsibility to be satisfied that you wish to purchase the services provided by the third party organisation before contracting with and agreeing to the terms and conditions of the third party organisation.

22.19 Except in the event of death or personal injury caused by our negligent acts or omissions, we shall not be liable in any way for any damages arising in contract, tort or otherwise in respect of loss or damage arising out of or in connection with the Customer Website, Product(s), Service(s) or Order as outlined in the relevant Contract or your operation or use of the Customer Website, Product(s), Service(s) or Order as outlined in the relevant Contract.

22.20 In no event will we be liable for any direct, indirect or consequential damages in contract or tort, (including but not limited to negligence or breach of statutory duty), misrepresentation, restitution or otherwise for any economic loss or other damage of any kind (including but not limited to loss of profit, business, contracts, revenue or anticipated savings, any damage to the Customer's reputation or depletion of goodwill or otherwise), arising in connection with claims made by third parties.

22.21 Neither party shall be liable for any failure in the performance of any of its obligations under the Contract caused by factors beyond either party's reasonable control.

22.22 Nothing in these General Terms exclude or limit our liability for fraudulent misrepresentation or for any death or personal injury caused by our negligence.

23. CONFIDENTIALITY

23.1 Both parties agree and undertake that they will hold in complete confidence any Confidential Information disclosed to the other party and will not disclose any Confidential Information in whole or in part at any time to any third party, nor use Confidential Information for any purpose other than the performance of that party's obligations under the Contract.

23.2 This provision shall survive the termination of the Contract for any reason for a period of 2 years commencing immediately on the date of such termination.

23.3 The obligations set out in this clause 23 shall not apply to any Confidential Information which:

• 23.3.1 at or prior to the time of disclosure was known to the receiving party as evidenced in writing, except to the extent that such Information was unlawfully appropriated;
• 23.3.2 at or after the time of disclosure becomes generally available to the public other than through any act or omission on the part of the receiving party;
• 23.3.3 is received from a third party free to make such disclosure without breaching any legal obligation;
• 23.3.4 is independently developed by the receiving party; or
• 23.3.5 is required to be disclosed by law, court order or request by any government or regulatory authority.

24. PRIVACY

24.1 We are committed to protecting your privacy. To this end, we conform to the requirements of the Data Protection Legislation.

24.2 When you or any other users submit sensitive Information via WEBPRO and/or any other websites owned and operated by us, the Information is protected both online and off-line. In order to prevent unauthorised access or disclosure, we operate suitable physical, electronic and managerial procedures in the storage and disclosure of Information to safeguard and secure the Information collected online.

24.3 Sensitive Customer Information (such as credit card or bank account details) is encrypted using SSL encryption software.

24.4 We may collect Information from you including names, contact Information including email addresses, postal addresses and other Information relevant to customer surveys and/or offers including your preferences and interests.

24.5 If your personally identifiable Information changes (such as postcode), or if a user no longer requires service from us, we will endeavour to correct, update or remove that user's personal data provided to us.

24.6 From time to time, we may request Information from you via surveys or contests. Participation in these surveys or contests is completely voluntary and you have a choice whether or not to disclose any Information requested. Information requested may include contact Information (such as name and delivery address), and demographic Information (such as postcode, age level). Contact Information will be used to notify the winners and award prizes. Survey Information will be used for purposes of monitoring or improving the functionality of WEBPRO and/or any other websites owned and operated by us.

24.7 We require this Information for internal record keeping and to understand your needs and requirements in order to enhance our service to you.

24.8 From time to time, we may send promotional emails using the email address provided by you about new products, special offers or other Information, which we consider may be relevant to you.

24.9 From time to time, we may use the Information provided by you to contact you for market research purposes. We may contact you by email, phone, fax or mail. We may use the Information to customise WEBPRO and/or any other websites owned and operated by us according to your interests.

24.10 We will not sell, trade, rent or distribute the names or e-mail addresses of our customers to any third party.

24.11 All links to external websites made available are provided as a convenience to you. We do not have control, exercise no responsibility and make no representations regarding the accuracy or any other aspect of the content/Information found or used on visiting any third party website. The provision of a link to a third-party website should not be considered as an express or an implied endorsement of any content or Information, products or services that may be available to you through the third party.

24.12 Where links are provided to external websites, it should be noted that these links are not and cannot be governed by our Privacy Policy. We cannot guarantee your privacy when accessing external websites through any link provided on WEBPRO and/or any other websites owned and operated by us.

24.13 If we decide to change our Privacy Policy, we will post those changes within these General Terms so that you are always aware of the Information which we collect and how we use such Information.

24.14 If at any point we decide to use personally identifiable Information in a manner different from that stated at the time it was collected, we will notify you by email. You will have a choice whether or not we use your Information in this different manner. We will use Information in accordance with the Privacy Policy under which the Information was collected.

24.15 If you register as a user of WEBPRO and/or any other websites owned and operated by us, you will be asked to provide some basic Information. It is important to note that registration is not required for all sections of WEBPRO and/or any other websites owned and operated by us.

24.16 We have put in place technological and operational security systems which provide protection against the loss or misuse of personally identifiable Information.

24.17 Any questions relating to the security of WEBPRO and/or any other websites owned and operated by us should be sent to theteam@webprosupport.co.uk.

25. COPYRIGHT

25.1 If you supply us with text, photography, artwork, files, leaflets, brochures, Information or material of any kind, we will not at any time be responsible whatsoever in regard to copyright, errors or omissions, faults or subsequent damages, including your submission to us of software, discs or electronic transfers for publishing on the web.

25.2 If you cease to use our Service(s) for any reason, and until payment has been received by us in full for the part of the Services we have provided to you, you must not use any part of the intellectual property that we have created on your behalf (except that provided by you or by a third party) on any other website.

25.3 Software copyright and versions of software developed specifically for you are covered in our Software Development Contract which is outside the scope of these General Terms.

26. THIRD PARTY CONTENT

26.1 The Customer Website may contain Information, content and links to services supplied by you or provided by third parties. We accept no liability for any damages or losses incurred by you or your clients from the use or non-availability of such content.

27. COOKIES

27.1 WEBPRO and/or any other websites owned and operated by us use cookies and we will comply with our Cookie Policy at all times.

28. TERM AND TERMINATION

28.1 Each party’s rights governing term and termination vary according to the Product(s) and/or Service(s) being provided.  Such terms governing the relevant Product(s) and Service(s) being provided to you have been addressed in Part A and Part B of these General Terms.

28.2 You acknowledge and agree that the minimum length of any Ongoing Service(s) we provide to you will be 12 months from the date of the Order unless stated otherwise.  You further agree that unless you cancel our Ongoing Service one month before the first anniversary of the Order, the contract will automatically renew for a further 12 months (unless stated otherwise) and so on unless and until you provide us with notice in accordance with this clause 28.2.

28.3 Further terms for the minimum length of any Service(s) are given in the Customer Website Design Terms and/or the Customer Website Theme Terms (as applicable).

29. ASSIGNMENT AND SUB-CONTRACTING

29.1 None of your rights or obligations under the Contract may be assigned or transferred in whole or in part without our prior written consent.

29.2 The Customer Website shall be for your sole use and shall not be capable of assignment to a third party by you.

29.3 We shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of or giving notice to you.

30. NOTICES

30.1 Any notice or other communication to be given under these General Terms must be in writing and may be delivered or sent by prepaid first-class letter post or email.

30.2 Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting, and if sent by email, at the time of transmission.

30.3 If we decide to change our Privacy Policy, we will post those changes within these General Terms in order that you are always aware of the Information which we collect and how such Information is being used by us.

30.4 If you register as a User of WEBPRO and/or any other websites owned and operated by us, you will be asked to provide some basic Information. It is important to note that registration is not required for all sections of WEBPRO and/or any other websites owned and operated by us.

30.5 We have put in place technological and operational security systems which provide protection against the loss or misuse of personally identifiable Information.

31. INVALIDITY

31.1 The invalidity, illegality or unenforceability of any provision of these General Terms should in no way affect the other Terms.

32. THIRD PARTY RIGHTS

32.1 A person who is not party to the Contract of these General Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these General Terms. This clause 32 does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

33. GOVERNING LAW

33.1 These General Terms and the Contract shall be governed and interpreted in all respects in accordance with English law.

33.2 The parties irrevocably agree that the courts of England shall (subject to clause 33.3 below) have exclusive jurisdiction to settle any dispute, which may arise out of, under, or in connection with these General Terms.

33.3 We shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence or, where these General Terms are entered into in the course of your trade or profession, the country of your principal place of business.

PART A

ADDITIONAL TERMS GOVERNING THE CUSTOMER WEBSITE DESIGN SERVICES

These additional terms are to be read in combination with the General Terms if you have made an Order for the provision of Customer Website Design Services.

1. TERMS OF PAYMENT

1.1 You shall, at the time of submission of an Order to us, pay to us a non-refundable deposit of 50% of the value shown on the Order attributable to the Customer Website Design Services.

1.2 We shall invoice you:

• 1.2.1 immediately on completion of the draft of the Customer Website, a further 25% of the value shown on the Order attributable to the Customer Website Design Services;
• 1.2.2 thirty days following the completion of the Customer Website, a final 25% of the value shown on the Order attributable to the Customer Website Design Services;
• 1.2.3 for Ongoing Service(s) provided to you during each month on an agreed date each month or annually either by Standing Order payment or via invoice.

2. CUSTOMER WEBSITE DESIGN SERVICES

2.1 Upon the placing of an Order for Customer Website Design Services, we will provide the Customer Website Design Services to you, based on the Specification provided by you and including, if applicable, the Standard Content and any Add-On(s) or other additional features agreed between you and us and as outlined in the Specification.

2.2 You agree to provide us with the Information detailed in the Specification prior to us commencing our Service(s).  You are also expected to provide periodic feedback when prompted.

2.3 If required, we shall obtain for you a selected Domain Name (subject to availability, and at your cost) and take responsibility for the management of the Domain Name at no cost to you until the end of the Domain Name's current registration period, at which time a renewal fee will become due.

2.4 Upon confirmation of cleared funds covering the upfront deposit, we shall enter the building of the Customer Website Design Services onto its schedule of work.

2.5 We will use reasonable endeavours to undertake the building of the Customer Website Design Services in a timely manner, subject to you supplying (if applicable) information such as but not limited to company logos, corporate branding and any other specified items for inclusion in the Customer Website Design Services. However, the dates and timeframes provided for carrying out the Services and delivery of the Customer Website are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.

2.6 You warrant that you have obtained appropriate copyright permissions to use all images, logos, designs and pictures supplied by you.  You hereby indemnify us against any and all losses (whether direct or indirect) suffered by us as a result of your failure to comply with this clause.   

2.7 Any samples, demos, screenshots, designs or other features relating to the Customer Website Design Services as displayed on WEBPRO and any associated websites are representative examples only. The Specification, and any amendments or variations to the Specification, as agreed between you and us shall constitute the entire Contract between the parties.

2.8 If required and agreed between you and us, we shall supply Ongoing Service(s) to you upon completion of the Customer Website Design Services which are not limited to website support and website maintenance, for which charges will apply.

3. TERM AND TERMINATION

3.1 On receipt of your Order and a non-refundable deposit of 50% of the value shown on the Order attributable to the Customer Website Design Services, the Contract is deemed to have commenced.

3.2 Any subsequent cancellation by you would result in the 50% deposit being retained by us, and title to the Product(s) and/or Service(s) supplied under the Order would be retained by us.

3.3 If, on receipt by us of a notice of cancellation, it is deemed that in excess of 50% of the Order has been completed, you agree to pay us the difference in cost between the deposit and the work completed up until the date of the notice of cancellation.

3.4 Upon termination of the Contract, you shall cease immediately to be entitled to use the Customer Website Design Services unless or until you have paid to us all outstanding Charges up to the date of termination together with any sums due in respect of the Ongoing Service(s).

PART B

ADDITIONAL TERMS GOVERNING THE CUSTOMER WEBSITE THEME SERVICES

These additional terms are to be read in combination with the General Terms if you have made an Order for the provision of Customer Website Theme Services.

1. TERMS OF PAYMENT

1.1 For Customer Website Themes, an upfront set-up fee and an initial licence fee equivalent to the value of one month’s subscription are payable upon submission of your Order to us.

1.2 You agree to cooperate with us so that we are able get the Customer Website live within three months following the receipt of the Order. A monthly licence subscription fee will be payable to us either: (a) when the Customer Website goes live; or (b) three months following the Order (whichever is the earlier).  Payments shall be made to us by Standing Order, irrespective of whether the Customer Website Theme has yet been reviewed and signed off by you and irrespective of whether the Customer Website Theme has yet been submitted to or approved by the relevant Compliance Authority. For the avoidance of doubt, we will not charge you if the site has been submitted to the Compliance Authority within this three-month period and is awaiting approval.

1.3 The monthly licence subscription fee for Ongoing Services may include charges for Add-On(s) or other additional service(s) as listed in the Specification which are not yet active (in whole or part), since certain features which are integrated into the Customer Website Theme may require pre-registration and consequently a commencement of the billing process.

1.4 We shall invoice you for Customer Website Theme Services, immediately on completion of the Customer Website or within three months following receipt of the Order;

1.5 Any product(s) or service(s) not listed as included in the provision of Customer Website Theme Services will be chargeable extras and we will endeavour to provide you with a quotation for such products and services.

2. CUSTOMER WEBSITE THEMES

2.1 For the avoidance of doubt, during the building of the Customer Website Theme, any requests for additional work such as but not limited to a slideshow is chargeable and any images which have been purchased shall be charged to you.

2.2 Upon the placing of an Order for a Customer Website Theme, we will provide to you a Customer Website Theme as selected by you, incorporating all standard features and Standard Content and, if applicable, any Add-On(s) or other additional features agreed between you and us and as outlined in the Specification. You will not be charged for any changes made to the template theme before a draft is submitted, and you acknowledge and agree that the monthly fees will increase if you decide to go up a level.

2.3 If required, and at additional cost, we shall obtain for you a selected Domain Name (subject to availability) and take responsibility for the management of the Domain Name at no cost to you until the end of the Domain Name’s current registration period at which time a renewal fee will become due.

2.4 Upon confirmation of cleared funds covering the upfront set-up fee and initial licence fee, we shall enter the building of the Customer Website Theme onto its schedule of work.

2.5 We will use reasonable endeavours to undertake the building of the Customer Website Theme in a timely manner, subject to you supplying the following information which may include but not be limited to company logos, corporate branding and any other specified items for inclusion in the Customer Website Theme. However, the dates and timeframes provided for carrying out the Services and delivery of the Customer Website are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.

2.6 You will make every effort to complete the website within 3 months of the date of order, pending compliance approval. If you do not make the required effort to achieve completion of the website and it is delayed for whatever reason, then all fees we would have earned during the Contract period if the website had been completed within the 3 months will become due. Should you require an extension, this should be applied for in writing, however, we reserve the right to accept or decline an extension.

2.7 We will endeavour to chase you from time to time for feedback or content to complete the website, however, your failure to communicate or respond to us in a timely manner, regardless of whether we have chased you recently, will make clause 2.6 enforceable.

2.8 We reserve the right to delay the start date of the 12 months licence fees due under the Contract, without reference to you, to coincide with the Customer's Website going live, however, this does not constitute a "free licence fee period" but extends the 12 months licence fees start date to the date the Customer's Website goes live and the 12 month licence fees due under the contract will commence from this date.

2.9 We are entitled to the 12 months licence fees due under the Contract you entered into when ordering the Customer Website Theme Services regardless of how much time has elapsed since the date of the Order.

2.10 You warrant that you have obtained appropriate copyright permissions to use all images, logos, designs and pictures supplied by you. You hereby indemnify us against any and all losses (whether direct or indirect) suffered by us as a result of your failure to comply with this clause.   

2.11 The standard features relating to the Customer Website Theme Services are displayed on our websites and are included in the charges quoted on our websites. We reserve the right to alter, amend, add to or withdraw elements of the standard features at any time and at our sole discretion.

2.12 The Customer Website Theme demos and screenshots relating to the Customer Website Theme Services as displayed on WEBPRO (or the specific website relevant to your industry) are representative examples only. Not every feature displayed on any demo and/or screenshot is included in the standard features of the Customer Website Theme Services.

2.13 The Add-On(s) relating to the Customer Website Theme Services are displayed on WEBPRO and/or any other sites we offer. Additional charges apply to each Add-On and these charges are not included in the charges for standard features. We reserve the right to alter, amend, add to or withdraw elements of any Add-On at any time and at our sole discretion.  We will not provide any Add-On(s) unless we are first in receipt of a 50% deposit unless otherwise stated in the payment terms with the quotation.

3. INTELLECTUAL PROPERTY AND LICENCE

3.1 In respect of the Customer Website Themes, all right, title and interest in and to the Intellectual Property Rights in the Standard Content and the design contained within the Customer Website Theme, the text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets) shall vest exclusively in ANTiT. All rights are reserved. None of this material may be reproduced or redistributed without ANTiT’s written permission.

3.2 As such, and subject to the agreement between you and us in respect of clause 3.4 below, we shall be free to reproduce, use, disclose, display, exhibit, transmit, create derivative works based on, and distribute such material unless specifically agreed otherwise. In addition, we shall be free to use any ideas, concepts, know how or techniques acquired in the construction of websites for any purpose whatsoever including but not limited to developing, manufacturing, products and any other items incorporating such Information unless specifically agreed otherwise.

3.3 Nothing in this Contract grants to you any rights to sell or market the Customer Website Theme or Specification to any third party.

3.4 All right, title and interest in and to the Intellectual Property Rights in the Customer Content/Data which is provided for publication on the Customer Website either by you or any other third party (excluding us) commissioned by you, together with all User Generated Content and Information regarding Users shall vest exclusively in you.

4. DELIVERY AND COMPLETION DATES

4.1 We undertake to use our reasonable endeavours to provide completed Service(s) to you within the time frame stipulated in the Order, or if no time frame is specified, within 30 days of the date on which we receive a signed Order from you.

4.2 The dates and timeframes for carrying out the Service(s) and delivery of any Customer Website are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.

4.3 We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform save where the same is a result of our negligence.

4.4 No delay (unless material) shall entitle you to reject any delivery or performance or any other Order from you or to repudiate the Contract or the Order.

5. COPYRIGHT

5.1 You warrant to us that you have obtained the necessary consents and licenses to use the designs and content of the Customer Website Theme, including all text, phrases, sentences, paragraphs, chapters and images, provided by you. You shall indemnify us against any loss, damage, cost or expense (including reasonable solicitors' fees and expenses) which we may suffer or incur as a result of any claim by any third party that your designs or content infringes the Intellectual Property Right of a third party.  

5.2 Should any part of Customer Website Theme be copied, reproduced or uploaded for personal or business use in part or in whole, we reserve the right to demand removal of the offending material, and to apply by way of invoice a monthly licence fee for a period of 12 months minimum, or monthly fees from the first identifiable date of our material existing on the web without permission or licence, up to the end of the month in which the infringement is discovered, whichever is the greater. If necessary, a copyright infringement action will be issued.

5.3 Any modifications to Customer Website Themes, textual or graphics, will be arranged on request, and in some circumstances may be chargeable. You may request any changes (at your sole cost) to the structure of the website but it is our decision to allow such changes. We do not grant access to external parties to our Customer Websites. Any work commissioned from third party suppliers by you for use within the Customer’s Website must be submitted to us for approval and submission to your Compliance Authority prior to uploading to the web.

5.4 If you supply us with text, photography, artwork, files, leaflets, brochures, Information or material of any kind, we will not at any time be responsible whatsoever in regard to copyright, errors or omissions, faults or subsequent damages, including the submission to us by you of software, discs or electronic transfers for publishing on the web.

5.5 If you cease to use our services, you must not use any part of the Customer Website (except that provided by you or by a third party) on any other website. The content and functionality of each of the Customer Website Themes has been developed and distributed via licence by us. It is illegal to reproduce or use any of our material and functionality, in part or in whole, without our express written permission.

5.6 Software copyright and versions of software developed specifically for you are covered in our Software Development Contract which is outside the scope of these General Terms.

6. TERM AND TERMINATION

6.1 Upon submitting to us a signed Order, you agree to a minimum Contract term of 12 months in respect of the required website, commencing from the date the website is published live on the web or three months from signing the Order (whichever comes first). This Order is not subject to cancellation once your instructions have been received via the online Order. Upon completion of the initial period of twelve (12) months, the Contract term will thereupon change to a rolling, monthly Contract, with a notice period of one (1) calendar month, in writing, by either party.

6.2 In order to achieve the delivery of your site within the normally agreed timescale of three months, we would expect that the client will designate a member of staff who will be responsible for the website project, on the client side, to co-operate in the site construction process and to respond to requests for feedback, approval or content within a reasonable timeframe - considered to be a maximum of seven (7) days. Unless agreed by both parties, in writing, it is understood and agreed that the website construction process should not take more than three (3) months from date of Order, to be completed. Should there be any departure, however, from this specified deadline, by either party, then agreement, in writing, is required, upon an amended date for completion.

6.3 Subject to the above, we will commence invoicing the website licence fees at the end of the three (3) month construction period. However, if the website has been signed off by you, within the three (3) month construction period, but is awaiting compliance approval, then we reserve the right to agree to delay the start date when invoicing is due to commence, until such time as compliance approval has been received. It should be noted that in the event that the site completion be delayed, and such delay is solely as a result of your lack of response or required co-operation then licence fees will commence as per these General Terms at the end of the three (3) month construction period.

6.4 We may cancel the Contract for any reason by providing thirty (30) days’ notice in writing, or, where the reason is that of non-payment, with five (5) days’ notice.

6.5 Upon termination of the Contract, you shall immediately cease to be entitled to use the Customer Website Theme.