Terms and Conditions

This Agreement is made between Chameleon (Tickhill) Limited T/A Chameleon Creative of Chameleon House, Great North Road, Retford, DN22 8QG ("the Company") and the party ("the Customer") to whom the company is to provide services ("Services") in accordance with the terms of this Agreement.

WEB HOSTING SERVICES inc. DOMAIN NAMES

1. SERVICES

1.1 The Company agrees to provide to the Customer website hosting services ("the Web Hosting Services") for the Customer's website or websites ("Website") on the terms described in this Agreement. Unless otherwise agreed by the parties, the Company will also register and manage a domain name or domain names ("Domain Name") on behalf of the Customer.

1.2 The Company agrees to host the Website on a cloud server based within the UK and provided by a third party or such other server as the Company shall deem to be appropriate, and to allow storage of information received by the Customer or from the general public on such server.

1.3 The Web Hosting Services shall be performed in accordance with the Company's standard procedures so long as such procedures do not conflict with the express terms of this Agreement.

2. CUSTOMER RESPONSIBILITIES

1.1 In addition to the obligations of the Customer as otherwise specified in this Agreement, the Customer shall be solely responsible for the following:

1.1.1 The accuracy and content of any information provided by the Customer to the Company; and

1.1.2 Any information, programs and other information that the Customer receives as a result of the use of the Web Hosting Services, including without limitation, the entire responsibility for any losses of data, programs, breaches of security, viruses and disabling or harmful services as a result of the Customer's use of the Web Hosting Services.

1.2 The Customer agrees to use the Website in a manner consistent with any and all applicable laws and regulations.

3. OWNERSHIP

1.1 The parties recognise and acknowledge that any content management system ("CMS") incorporated into the Website by the Company is owned solely and exclusively by the Company.

1.2 Any CMS shall be licensed to the Customer on a non-exclusive, royalty free basis, for the period only during which the use of that CMS by the Customer is required.

4. SERVICE PROVISIONS

1.1 The Customer acknowledges the following:-

1.1.1 For the Website to be live on the Company server, a Domain Name will need to be registered and set to point to that server. In the event that the Domain Name is not managed by the Company, it shall be the Customer's responsibility to ensure that the Domain Name is correctly configured;

1.1.2 In the event that the Customer utilises the Company server for its e-mails, the Customer acknowledges that the Company will require to supply it with incoming and outgoing server information along with a password;

1.1.3 In the event that the Customer requires further assistance from the Company over and above that level of service referred to in clause 4.1.2, if the Company is able and willing to provide such additional assistance, it reserves the right to charge for the provision of such assistance;

1.1.4 Should the Customer instruct the Company to transfer the Web Hosting Services to a third party in respect of the Website, and/or to transfer management and registration of the Domain Name to a third party, the Company reserves the right to charge for such transfer service, in a sum to be advised to the Customer prior to the service being carried out;

1.1.5 In the event that the Website to be transferred under clause 4.1.4 above has been developed by the Company, the cost of transferring the same will be higher than if the Website had been developed by a third party, and thus the fee to be charged to the Customer will reflect that;

1.1.6 Upon a Website being transferred to a third party for hosting, and that Website having been developed by the Company, the CMS will not be transferred to that third party provider.

1.2 The Company will not accept liability for any consequential loss claimed by the Customer, and does not make any express or implied warranty with respect to the Web Hosting Services provided under this Agreement, including but not restricted to the implied warranties of satisfactory quality and fitness for a particular purpose. All and any implied warranties are excluded.

5. LIMITATIONS OF SERVICE

The Company does not guarantee that the Customer or any third parties will be able to access the Website at any particular time. The Company access services are provided on an "as-is, as-available" basis. The Customer acknowledges that the need for routine maintenance and error correction may result in down time and that the Company cannot control the timing or volume of attempts to access the Company's server.

6. CHARGES AND PAYMENT

1.1 The parties agree that, unless expressly stated in writing by the Company, all fees charges and payments as agreed between the parties, whether specified in this Agreement or otherwise, are exclusive of VAT.

1.2 The Customer will pay the Company the agreed fees for the Services as specified by the Company within 30 days of the date of the Company's invoice. The Company reserves the right to require payment of agreed fees from the Customer at any time during the term of the Agreement, including requiring payment forthwith and may vary these payment terms accordingly by provision of prior notice to the Customer.

1.3 The Company charges on a per annum basis for the Website Hosting Services, and will raise an initial invoice regarding the same at the commencement of the Agreement, unless the Customer has specified an increase in the initially agreed level of Services to be provided, in which case the initial invoice will be raised as soon as is practicable. Prior to each subsequent anniversary date of the commencement of the Agreement (and no more than 15 days before such an anniversary date) the Company will raise a further invoice for the Website Hosting Services to be provided in the following calendar year. In the event of the Customer terminating the Agreement strictly in accordance with the terms of clause 7.1 below, the Company will issue a credit note in respect of such relevant invoice. In respect of the provision of Services regarding the Domain Name, the Company will raise an initial invoice regarding the same at the commencement of the Agreement, or when the Company is itself invoiced regarding registration of the same. Prior to each subsequent anniversary date of the commencement of the Agreement (and typically around 30 days prior to such anniversary date) the Company will raise a further invoice for the Services provided in respect of the Domain Name to be provided in the following calendar year.

1.4 The Customer shall reimburse the Company for all agreed expenses reasonably incurred by the Company in performing its obligations under this Agreement.

1.5 The Customer acknowledges that there may be additional charges or expenses in relation to additional services required by the Customer beyond those set out in this Agreement. Any such additional charges or expenses will be notified to the Customer where reasonably possible and invoiced separately.

1.6 If the Customer is in arrears in respect of any payment due to the Company under this Agreement, the Customer will pay, in addition to the arrears, interest at the rate of 5% per annum on all arrears for each day during which the default continues, until payment is made in full by the Customer.

1.7 Without limiting any other rights or remedy available to the Company, the Company may, upon the Customer failing to make payment in accordance with clause 6.2 above (or upon the Customer failing to make payment in accordance with any equivalent payment provisions in place in respect of any other agreements current as between the Company and the Customer) and upon the Company giving 7 days' prior written notice, without having to account for or to repay any money previously paid to it pursuant to the terms of this Agreement, refuse to commence, complete or deliver any work, on behalf of the Customer, whether provided for under this Agreement or not, or otherwise comply with the provisions of this Agreement on the Company's part to be observed or performed.

1.8 Upon the Customer terminating the Agreement the Company will invoice the Customer in respect of the relevant "transfer/unlock fee" in a minimum sum of £100.00 relating to any transfer of the Website to a third party provider.

7. TERM AND TERMINATION

7.1 This Agreement shall be effective from the date of its commencement for a period of 1 year and thereafter from year to year, subject to earlier termination as set out in this clause, unless and until either party gives to the other not less than 10 days' notice in writing, such notice to expire the next relevant anniversary date of the Agreement.

7.2 The Company shall be entitled immediately to terminate this Agreement by written notice to the Customer if the Customer commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy the breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.

7.3 Either party shall be entitled immediately to terminate this Agreement by written notice to the other if:

7.3.1 An encumbrancer takes possession or a receiver is appointed over any of the property or assets of that party;

7.3.2 That other party makes any voluntary arrangement with its creditors or becomes subject to an administration order; or

7.3.3 That other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement).

8. CONFIDENTIAL INFORMATION

1.1 Each party shall use the same reasonable care and discretion, to prevent disclosure, publication or dissemination of the other party's Confidential Information (defined below) as it employs with similar information of its own; and shall not use, reproduce, distribute, disclose or otherwise disseminate the other party's Confidential Information except in connection with the performance of its obligations under this Agreement.

1.2 As used in this Agreement the term Confidential Information specifically includes the Company's CMS, but generally means any and all data and information relating to the business of the disclosing party:

1.2.1 Of which the receiving party becomes aware as a consequence of or through this Agreement;

1.2.2 Which has value to the disclosing party and is not generally known by its competitors;

1.2.3 Which is treated by the disclosing party as confidential; and

1.2.4 Which has been reduced to tangible form and marked clearly and conspicuously with a legend identifying its confidential or proprietary nature.

1.3 Confidential Information does not include any data or information which is already known to the receiving party, or which:

1.3.1 Has become generally known to the public through no wrongful act of the receiving party;

1.3.2 Has been disclosed pursuant to a requirement of a governmental agency or of law without similar restrictions or other protection against public disclosure, or is required to be disclosed by operation of law; or

1.3.3 Is independently developed by the receiving party without use, directly or indirectly, of the Confidential Information received from the other party.

1.4 Confidential Information may include, but is not limited to, information relating to the products, the processes or financial affairs of the disclosing party.

9. DATA TRANSMISSION

The Company may collect, hold, control, use and transmit data obtained from and about the Customer and visitors to the Website in the course of providing the Services. By signing this Agreement the Customer agrees to such data being so used and further agrees that it may be transmitted to others in accordance with the Company's registration under the Data Protection Act 1998.

10. FORCE MAJEURE

Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. If such circumstances continue for a continuous period of more than 6 months, the non-affected party may terminate this Agreement by written notice to the other party.

11. GENERAL

1.1 All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, when sent by confirmed e-mail, or by confirmed fax, or 2 days after being sent by prepaid first class post to the address of the party to be notified as set out in this Agreement or such other address as such party last provided to the other by written notice.

1.2 Neither party shall have any right or ability to assign, transfer or sub-license any obligations or benefit under this Agreement without the written consent of the other (and any such attempt shall be void), except that a party may assign and transfer this Agreement and its rights and obligations under this Agreement to any third party who succeeds to substantially all its business or assets.

1.3 If any portion of this Agreement is illegal or unenforceable, such portion shall be excluded from this Agreement to the minimum extent required and the balance of this Agreement shall remain in full force and effect and enforceable.

1.4 This Agreement supersedes all prior agreements, arrangements and undertakings between the parties, whether written or oral, and constitutes the entire agreement between the parties relating to its subject matter and can only be modified or waived by a subsequent written agreement signed by both parties.

1.5 The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

1.6 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties accept the exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with this Agreement.

This Agreement is made between Chameleon (Tickhill) Limited T/A Chameleon Creative Communications of Chameleon House, Great North Road, Retford, DN22 8QG ("the Company") and the party ("the Customer") to whom the company is to provide services ("Services") in accordance with the terms of this Agreement.

WEB DEVELOPMENT SERVICES

1. SERVICES

The Customer wishes to appoint the Company to develop the Customer's Website ("Website") in accordance with the specification as set out in writing and as agreed by the parties, which shall include any agreed variations or modifications ("Specification").

2. APPOINTMENT OF THE COMPANY

The Customer appoints the Company to develop the Website in accordance with the Specification and on the terms and conditions of this Agreement. The Company accepts the appointment on the terms and subject to the conditions of this Agreement.

3. OBLIGATIONS OF THE COMPANY

1.1 The Company will develop the Website in accordance with this Agreement and in accordance with any lawful requests and directions of the Customer from time to time during the term of this Agreement which relate to the development of the Website.

1.2 The Company will assist in the functional and technical design of the Website according to the Specification.

1.3 Solely in circumstances where the Customer specifically requests the Company to do so, the Company will assist the Customer in populating the Website with the customer's content ("Content"), the company being entitled to charge the Customer for the provision of such service.

4. OBLIGATIONS OF THE CUSTOMER

1.1 The Customer will give adequate publicity and recognition to the Company as the developer of the Website, having regard to the Customer's requirements and the layout of the Website.

1.2 The Customer shall be solely responsible, without limitation, for the Content to be populated on the Website, at any time. The Customer warrants that, in respect of the Content:

4.2.1 Its reproduction and/or publication will not breach any agreement or infringe or violate any copyright, trademark, and any other personal or property of any person or render the Company liable to any proceedings whatsoever;

4.2.2 Upon it containing the name or pictorial representation (photographic or otherwise) of any living person and/or any copy by which any living person is or can be identified the Customer has obtained the authority of such living person to make use of such name, representation and/or copy;

4.2.3 It complies with the requirements of all relevant legislation for the time being in force or which may be applicable in such jurisdiction as the Content shall be made available;

4.2.4 It will not contain any data, image or other material which is offensive, obscene, indecent, defamatory, sexist, threatening, racially, ethnically, morally or otherwise objectionable, is illegal or is likely to induce any illegal act.

1.3 The Customer shall provide a full indemnity to the Company in the event that the Company incurs loss as a result of, and/or is the recipient of legal proceedings of any nature as a result of, any of the items subject to warranty referred to at clause 4.2 above.

5. INTELLECTUAL PROPERTY RIGHTS

1.1 Ownership of and intellectual property in all Content remains vested at all times in the Customer.

1.2 Ownership of the content management system ("CMS") used in the creation of and the day to day running of the Website, will remain vested at all times in the Company. In the event of the Customer transferring hosting services of the Website to a third party provider, the CMS shall remain the sole exclusive property of the Company.

1.3 Any other pre-existing or other intellectual property rights owned by either party and required for the performance by the other party of its obligations under this Agreement shall be licensed to that other party on a non-exclusive, irrevocable royalty free basis for the period during which the use of those rights by that party pursuant to this Agreement is required.

1.4 Neither party shall grant a sub-licence under the licences created pursuant to this clause without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

6. DELIVERY, TESTING AND ACCEPTANCE

1.1 The Company will deliver the Services to the Customer in accordance with the Specification.

1.2 The Customer will conduct all initial testing of the Services prior to the Website going live in accordance with the Specification.

1.3 If the Customer believes that the Services as tested do not conform to the Specification, the Customer may by written notice to the Company specify why it considers that the Website has failed. Upon receipt of such notice the Company shall, subject to the terms of clause 8.4 below, determine the causes of any such failure and advise the Customer accordingly and make the changes to the Website necessary to ensure that it will perform in accordance with the Specification.

1.4 If the Website does not conform to the Specification and on investigation pursuant to clause 8.3 above this proves to be as a result of an error or omission by the Customer, the Company shall be entitled to charge for the costs of investigation and of making the changes to the Website that are necessary.

7. WARRANTIES

1.1 Each party warrants to the other that it has authority to enter into and to perform its obligations under this Agreement.

1.2 The Company warrants to the Customer that, to the best of its knowledge and understanding:

1.2.1 All works created by it in the course of this Agreement will, unless otherwise stated, be original work and not subject to any intellectual property or other rights of any third party;

1.2.2 The Customer's use and operation of the Website in accordance of the terms of this Agreement shall not infringe the intellectual property rights of any third party.

1.3 The Customer warrants to the Company that, so far as the Customer is aware, in the event that the Company is obliged to in any way utilise the Content, the Company's use of the Content in accordance with the terms of this Agreement will not infringe the intellectual property rights of any third party.

1.4 Except as provided in this clause 7 the Company does not make any express or implied warranties with respect to the Services provided under this Agreement, including but not restricted to implied warranties as to satisfactory quality and fitness for a particular purpose.

8. CHARGES AND PAYMENT

1.2 The Customer will pay the Company the agreed fees for the Services as specified by the Company within 30 days of the date of the Company's invoice.

1.3 Unless otherwise agreed, the Company will invoice the Customer on an interim basis during the Agreement, according to the level of work carried out by the Company as at the date of the invoice, the Company providing a final invoice (subject to any additional charges that the Company is entitled to raise under this Agreement) on the date on which the Company delivers the Website to the Customer.

1.4 The Customer shall reimburse the Company for all agreed expenses reasonably incurred by the Company in performing its obligations under this Agreement.

1.7 Without limiting any other rights or remedy available to the Company, the Company may, upon the Customer failing to make payment in accordance with clause 8.2 above (or upon the Customer failing to make payment in accordance with any equivalent payment provisions in place in respect of any other agreements current as between the Company and the Customer) and upon the Company giving 7 days' prior written notice, without having to account for or to repay any money previously paid to it pursuant to the terms of this Agreement, refuse to commence, complete or deliver any work, on behalf of the Customer, whether provided for under this Agreement or not, or otherwise comply with the provisions of this Agreement on the Company's part to be observed or performed.

9. TERM AND TERMINATION

9.1 The Company shall be entitled immediately to terminate this Agreement by written notice to the Customer if the Customer commits any material breach of this Agreement and, in the case of a breach capable of remedy, fails to remedy the breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied.

9.2 Either party shall be entitled immediately to terminate this Agreement by written notice to the other if:

9.2.1 An encumbrancer takes possession or a receiver is appointed over any of the property or assets of that party;

9.2.2 That other party makes any voluntary arrangement with its creditors or becomes subject to an administration order; or

9.2.3 That other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement).

10. CONFIDENTIAL INFORMATION