In these Conditions the following words have the following meanings:
"Products" Goods/Services/Applications mean any products supplied by the Company to the Client.
"Datafile" Datafile Management Information and Accounting systems.
"The Client" the person(s), firm or company (and /or authorised representative) who purchases the Goods / Services/Applications from the Company;
"The customer" the person(s), firm or company who orders or purchases the Goods / Services/ Applications from the Company;
"The Company" Securio Limited trading as datapartners; also abbreviated in these terms as dp/dp
"Proposal" shall also include quotations, specifications, schedule, summary’s and briefs;
"Contract" any contract between the Company and the Client for the sale and purchase of the Goods / Services, incorporating these Conditions;
"IPR" Intellectual Property Rights
"Website" includes but is not limited to Hosting, Web Application(s) Webspace, email provision, domain name management and registration.
In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
In these Conditions headings will not affect the construction of these Conditions.
2.1 Subject to any variation given by dp the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document or verbal or electronic means).
2.2 No terms or conditions endorsed upon, delivered with or contained in the clients purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These Conditions apply to all dp’s sales and products and any variation to these Conditions and any representations about the Goods/Services shall have no effect unless expressly agreed in writing by dp.
2.4 Each order for Goods and Services by the client from the Company shall be deemed to be an offer by the client to purchase Goods and or Services subject to these Conditions.
2.5 No order placed by the client shall be deemed to be accepted by the Company until an acknowledgement of order is communicated to the client using appropriate technology.
2.6 The client must ensure that the terms of its order and any applicable specification are complete and accurate. No responsibility or liability what so ever is excepted by dp in the event of client errors relating to the accuracy of specification.
3.1 dp reserves the right to control and restrict any content on the client’s Website. We shall have sole discretion to delete and remove without advanced notice any information deemed illegal, tortuous, false, misleading, fraudulent, libellous, immoral or offensive. We accept no liability what so ever for any losses or costs suffered by the client in the event of removal of information nor do dp take any responsibility or liability for any offense or loss caused to the Website visitor by this action.
3.2 The client agrees to design and publish their Website as per the direction of dp. The client acknowledges that dp may unilaterally, write or re-write reasonable rules and regulations necessary for the orderly operation of the Website.
3.3 Although dp shall have the right to approve the content and hyperlinks of the client’s Website, dp assumes no responsibility to do so. The client agrees to be solely responsible for the content of its Website and the accuracy of all information provided therein.
3.4 With the exception of trademarked, copyrighted or other proprietary information regarding pictures, images or logos that directly identify the clients grants to dp an infinite, irrevocable, royalty-free, unrestricted right to use, transfer, modify and maintain the information dp designs for the client’s Website.
3.5 Unless otherwise specified, and except for specific proprietary materials supplied by the client, all information and other materials now known or devised in the future, including products, video, animations, notifications developed or prepared for the client by dp under this agreement including without limitation, images, copy including but not limited to SGML/HTML/CFML code relating thereto, or any scripting code created at request of the client and specifically produced by dp for the clients website, remains the property of dp.
3.6 The client represents and warrants that the use, as contemplated by this agreement of the material supplied by the client shall not infringe any copyright, trademark, trade secret or other third party proprietary right; and there is no impediment to the client’s performance of its obligations hereunder.
3.7 The client acknowledges and agrees that dp may provide Websites to other persons or businesses including those in the same or similar line of business as the client.
3.8 In the event of default under this agreement, dp shall have the right to terminate this agreement and remove the client’s Website from dp’s Webserver. The client shall have no right to a refund of any kind and will be responsible for all costs and legal fees incurred by dp in connection with the client’s breech of this Agreement.
3.9 The client shall pay for all the Website development and related costs specified in this agreement. The Website development fee and related expenses are to be paid as per the agreed schedule(s) quotations and invoice(s). Any hosting fees are to be paid to dp in advance in accordance with the agreed schedule(s), quotations and invoice(s). Failure to comply with the fee schedule may result in de-activation and/or deletion of the Website.
4.1 Delivery of the Goods and Services shall proceed unless otherwise notified in writing after submission and acceptance of the schedule and quotation in accordance with the instructions detailed therein.
4.2 dp will use all reasonable endeavours to supply the Goods and Services within the delivery period stipulated and agreed. Where delays to deliveries and deadlines occur, dp will not be held liable, regardless of reason, and dp will keep the client informed and provide a revised schedule at their earliest opportunity.
4.3 Any dates specified by the Company for the supply of the Goods and Services are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
4.4 Subject to the other provisions of these Conditions, dp will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the supply of the Goods or Services (even if caused by the Company's negligence), nor will any delay entitle the client to terminate or rescind the Contract unless full payment is made to all works undertaken at the date of termination, and agree to cover all costs incurred by the company relating to the project that have occurred or will be applied for the cancellation by the company. Equally, dp accept no responsibility or liability for any offense or loss caused to Website visitors from viewing any content therein regardless of the content's legitimacy.
5.1 All risk is transferred upon delivery or supply of goods/services.
6 1 Unless otherwise agreed by dp in writing the price for the Goods shall be the price notified within the quotation and identified as being part or all of the price to be paid by client for the Goods, Services or Applications. The client agrees to pay dp the full and complete sum for all works and supplies as agreed including all staged payment dates.
7.1 Unless otherwise agreed in writing by dp, payment of the price for the Goods and/or Services is due as notified. Failure to pay within the specified time period will result in the following actions being taken:
7.2 Time for payment shall be as agreed with the client. dp reserves the right to charge additional fees for each and every overdue and outstanding payment(s) that have exceeded the agreed credit terms. This does not prejudice the company’s statutory legal rights or courses of action in the event of non-payment by the client.
7. 3 dp reserves the right to withhold services and/or retract services in the case of overdue invoices not being paid by the Client.
7.4 No payment shall be deemed to have been received and the Company shall be under no obligation to despatch or provide goods and/or Services until the Company has received cleared funds by way of payment therefore.
8.1 Datapartners reserves the right to suspend services to any customer for violation of the Terms of Service. Datapartners will notify the customer in writing. Datapartners reserves the right to terminate services without notice for continued and repeated violations of the Terms of Service.
8.2 Customer wishing to terminate services with Datapartners must give 30 days notice of their intentions. Datapartners will work to the best of its ability to ensure a smooth transition during this period.
9.1 The client agrees to hold dp, its agents harmless from and against any and all claims and damages, expenses or liabilities that arise from or in connection with the client’s Website/ Webspace, contents or activities, goods and services supplied, including but not limited to, any legal fees incurred to dp. The client’s failure to perform under the terms shall be deemed a waiver of any and all claims, demands for remedies, or causes of action, including specific performance. Under no circumstances will dp be liable for lost profits, loss of turnover, sales, revenue profits, indirect consequential or special losses, lost opportunities, indirect, incidental or consequential damages of the client.
9.2 In no event shall dp and its agents be liable in contract or tort (including negligence) to the client for any damages, whether direct, indirect, consequential, exemplary, punitive or otherwise, arising out of any service provided or arranged by dp. dp shall not be liable for any error, omission, defect or deficiency in any service, which results from the client’s failure to provide complete, accurate and current information to dp. Under no circumstances shall dp and its agents be liable to the client for any network interruptions beyond their control, including without limitation any downtime or suspension and loss of domain access regarding computer servers or interruption of Internet service providers,
9.3 Our aggregate liability whether under these terms and conditions or otherwise (including liability for negligence) shall not exceed £1000.
9.4 When registering a domain name, dp’s are acting as agents for the client and the naming authority. dp cannot guarantee that the name requested can be registered and accepts no liability as per clauses 8.2 and 8.3.
9.5 When a domain name is registered, the client agrees to be bound by both dp’s terms and conditions, and also those of the naming authority. It is the sole responsibility of the client for renewal of the domain name(s).
9.6 dp gives no warranty that the domain name requested will not infringe the rights of any third party and the client agrees to indemnifies dp in respect of any such infringements.
10.1 The client shall not be entitled to assign the Contract or any patented or copyrighted product or service or any part of it without the prior written consent of dp.
11.1 The Company reserves the right to defer the date of delivery or service provision or to cancel the Contract or reduce the volume of the Goods ordered by the client (without liability to the client) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 90 days, the client shall be entitled to give notice in writing to the Company to terminate.
12.1 The client agrees to preserve the IPR of dp at all times, and that no contract for supply of goods and/or services involves loss of IPR by dp unless expressly offered as part of the contract stipulated in the proposal/schedule/quotation supplied by the Company.
12.2 Where goods and/or services are provided as components to the client for further development works, IPR conditions may be stipulated by schedule/Proposal/quotation; however IPR of the source code for those components generated by dp shall always remain with dp.
12.3 In the event of the assets of the client being sold as a result of acquisition or liquidation the license to use any application created by dp and any proprietary code developed by dp used within the application will be subject to a re-negotiation fee before use.
13.1 I do hereby grant datapartners unlimited license to use all text, images, video and audio materials provided in all Internet formats now known or devised in the future. Licensing rights for all text, images video and audio materials, except those deemed proprietary to said company, are assigned to dp. I also warrant that the company herein will save and hold harmless dp and its agents from any and all copyright infringement judgements resulting from unlawful use of images and property in the company’s Website.
13.2 The description of the Goods and Services shall be as set out on the Company's website, email correspondence and literature or by specification agreed with the client.
13.3 All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained on the Company's Website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.