The definitions and rules of interpretation in this condition apply in these terms and conditions. Definitions include Acceptance, Change Order, Contract, Customer, Data Protection Legislation, Intellectual Property Rights, Project, Services, Supplier, Website, etc.
These Conditions shall apply to and be incorporated in the Contract; and prevail over any inconsistent terms or conditions contained in, or referred to in, the Sign-Up Form, Website Proposal or other Scope of Work.
The nature and scope of the Services shall be as set out in the Scope of Work.
The Supplier shall use reasonable endeavours to supply the Services in accordance in all material respects as set out in the Scope of Work.
The Customer acknowledges that the Supplier's ability to provide the Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide), as well as the accuracy and completeness of any information and data the Customer provides to the Supplier.
Either party may propose changes to the Scope of Work but no proposed changes shall come into effect until a relevant Change Order has been agreed by both parties.
Once the Supplier has completed the design and development of the Website in accordance with the Website Proposal, the Supplier shall invite the Customer to attend Acceptance Tests and approve the design of the Website.
The Customer shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights. The Supplier shall include only Materials on the Website.
The Customer acknowledges that the Supplier shall use Third-Party Services in the provision and performance of the Services, and that such Third-Party Services are to be supplied in accordance with the Third-Party Supplier's Conditions.
The Supplier shall perform the Website Support and Maintenance Services in accordance with the Service Levels set out in Schedule 2.
The total charges payable by the Customer to the Supplier for the Services together with the applicable payment terms shall be as set out in the Scope of Work. The Supplier shall issue an invoice in respect of the charges and the Customer shall make payment within 14 days of the date of issue.
By using the Supplier's website, the Customer agrees to the terms of use contained in this clause.
The Customer retains all Intellectual Property Rights in the Materials. All Intellectual Property Rights in the Website arising in connection with the supply of Services or otherwise under this Contract, shall be the property of the Supplier.
The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature.
The following provisions set out the entire financial liability of the Supplier to the Customer in respect of any breach of the Contract howsoever arising.
The Contract shall commence on the date set out in the Scope of Work and shall continue for the initial term, following which it shall automatically renew.
Both parties will comply with all applicable requirements of the Data Protection Legislation. The Customer is the Controller and the Supplier is the Processor.
The Supplier shall not in any circumstances have any liability to the Customer under the Contract if it is prevented from, or delayed in, performing its obligations by acts, events, omissions or accidents beyond its reasonable control.
The Contract and any disputes or claims arising out of or in connection with it are governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction.