Terms & Conditions of Business.

Sites & Pages Terms and Conditions You indicate acceptance of these terms and conditions of service by placing an order with Sites & Pages. This Agreement is governed under English Law. 1. AUTHORISATION. 1.1 The above-named Client (hereinafter referred to as the "Client") is engaging Sites & Pages website design and hosting (hereinafter referred to as "Sites & Pages"), as an independent contractor for the specific purpose of designing a World Wide Web site (hereinafter referred to as "Webdesign Project") to be published on a Client's account, or resold account, or any other third party Hosting Company as provided or recommended by Sites & Pages, hereinafter referred to as "Web Site Hosting Service". 1.2 The Client hereby authorises Sites & Pages to access this account, and authorises the Website Hosting Service to provide Sites & Pages, or its consultant, with "full access" to the Client's account and any other programs needed for this Web Design Project that are included as part of the Client's service agreement. 1.3 The Client also authorises Sites & Pages to submit the completed Webd Design Project to at least 10 major Search Engines, subject to the provisions set out in section 15.3. 2. ASSIGNMENT OF WEB DESIGN PROJECT. 2.1 Sites & Pages reserves the right and you hereby agree, to assign subcontractors to this Web Design Project, if necessary, to ensure that the terms of this agreement are met as well as on-time completion. 3. DEVELOPMENT. 3.1 This Web Design Project will be developed using Macromedia Dreamweaver and other software licensed to Sites & Pages. 3.2 Designing a website to fully work in multiple browsers (and browser versions) can require considerable extra effort. Sites & Pages represents and guarantees that the web site we design for you will work in: 3.3 Microsoft Internet Explorer versions 3 and up 3.4 Netscape Navigator versions 3 and up 3.5 While Sites & Pages will make reasonable efforts to design a fully functional web site, Sites & Pages warrantee does not cover requested special effects that we have advised you against. 3.6 The Client shall be responsible for accuracy and clarity of any text and/or grammar used within any Web Design Project or part thereof. Any editing of such items may resuly in the project being returned to the Client to complete any amendments prior to any project being commenced upon. 4. DESIGN LIMITATIONS. 4.1 Design and hosting provided by Sites & Pages will not provide services containing any of the following: 4.2 File distribution websites, (including, but not limited to music, video and software). 4.3 Adult content orientated websites. 4.4 Any material which would otherwise be deemed as offensive, sexual, political, racist, sexist or any other inappropriate nature that would otherwise cause harassment alarm or distress. 4.5 Hosting Banners. 4.6 Graphics or scripts for other websites. 4.7 Storing of pages. 4.8 Files or data as a repository for other websites or personal computers. 4.9 Giving away web space under a domain, sub domain or directory. 5. COPYRIGHTS AND TRADEMARKS. 5.1 The Client unconditionally guarantees that; 5.2 Any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Sites & Pages for inclusion in the Web Design Project, are owned by the Client, or that the Client has express permission from the rightful owner to use each of these elements and will hold harmless, protect, indemnify and defend Sites & Pages and its subcontractors from any liability (including legal fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client. 5.3 Any images whatsoever that have been sourced and provided by Sites & Pages to be included on any Web Design Project, maybe subject to copyright laws governing its use. Any sourced images cannot be used as part of the Clients copyright identity or trademark. 6. WEB DESIGN PROJECT COPYRIGHT. 6.1 Copyright to the finished web design produced by Sites & Pages will be owned by Sites & Pages. The Client will be assigned rights to use the Web Design Project as a web site, once final payment under this agreement and any additional charges incurred have been paid. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners, if not owned by the Client. Sites & Pages and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. 6.2 All Web Design Projects will contain a copyright with a link to the Sites & Pages Website. 7. WEBSITE MAINTENANCE. (3 Months) 7.1 At the end of the Project Design Completion, the Client has one chance to make any reasonable changes within a 7 day period. 7.2 Once the Client has accepted the design in writing either by email or letter, this process will be deemed as design sign-off. After this time this agreement allows for minor website maintenance to pages up to a 3 month period, up to an average of one hour per regular web page, including updating links and making minor changes to a sentence or paragraph. It does not include replacing nearly all the text from a page with new text, major page reconstruction, new pages, guest books, discussion webs, navigation structure change, and attempted updates by Client repairs. The period of 3 months begins on the date the Client's website is available to be published to the hosting service, ie. After the aforementioned 7 day period as mentioned in 7.1 above. If the Client's web design package includes database access using Active Server Pages (ASP), then very minor page code changes will be accepted under this agreement, major page code and/or database structural changes will be charged at then hourly rates. 8. CLIENT ALTERATIONS AND UPDATES. 8.1 Alterations and updates as stated in section 7, form part of the service agreement. However, should a client wish to have access to their website for regular changes, for example changing the price of goods for sale, then this can be facilitated at the time the order is placed, a password and username facility will be provided. 8.2 The Client must take all reasonable steps to maintain the confidentiality of the username and password. In the event that the Client believes a password has been dishonestly used, then the client must contact Sites & Pages for a new password to be issued. 9. DOMAIN NAME REGISTRATION. 9.1 Sites & Pages make no representation that the domain name the Client wishes to register is capable of being registered by or for the Client or that it will be registered in the Client name. The Client should therefore not assume any registration of the Clients requested domain name(s) until the Client has been notified of completion of the registration of the domain(s). Any action taken by the Client before such notification is at the Clients own risk. 9.2 The registration and use of the Clients domain name is subject to the terms and conditions of use applied by the relevant naming authority. The Client shall ensure its awareness of those terms and conditionsand that the Client complies with them. The Client shall have no right to bring any claim against Sites & Pages in respect of refusal to register a domain name. Any administration charge paid by the Client to us shall be non-refundable, notwithstanding refusal by the naming authority to register the Clients desired name. 9.3 Sites & Pages shall have no liability in respect of the use by the Client of any domain name. Any dispute between the Client and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, Sites & Pages shall be entitled, at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. Sites & Pages shall also be entitled to make representationsto the relevant naming authority, but will not be obliged to take part in any such dispute. 9.4 Sites & Pages shall not release any domain to another provider, unless full payment for that domain has been received by us. 10. WEBSITE HOSTING SERVICE. (12 Months min) 10.1 Sites & Pages will recommend a Website Hosting Service. In which case the Website Hosting Service will be a minimum 12 months contract, from Project Delivery Date as detailed in section 12. 10.2 Any Website Hosting Service provided by Sites & Pages will be via a third party. Sites & Pages reserve the right to withhold details of the Website Hosting Service provider and its contacts. 10.3 In either case the Website Hosting Service provider will not support the Client directly. 10.4 Sites & Pages may assist in any issues with Website Hosting Service providers other than those recommended or offered by Sites & Pages, but is under no obligation to do so. 10.5 Sites & Pages shall have no liability for any loss or damage to any data stored on the Website Hosting server. 10.6 The client shall effect and maintain adequate insurance cover if required in respect of any loss or damage to data stored on the server. 10.7 The client will not post, link to or transmit: 10.7.1 Any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way. 10.7.2 Any material containing a virus or other hostile computer program. 10.7.3 Any material which constitutes, or encourages the commission of, a criminal offence or infringed any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of jurisdiction. 11. COMPLETION DATE. 11.1 Sites & Pages and the Client must work together to complete the Web Design Project in a timely manner. We agree to work expeditiously to complete the Web Design Project no later than 30 days after the Client has submitted all necessary materials (text and graphics). The 30 days will commence 14 days from the effective date of this agreement upon receipt of a deposit, as per section 15.5 and in order to allow a 'cooling off period' as detailed in section 11.2. 11.2 The client has a 14 day 'cooling off period' as detailed in 11.1 above prior to the commencement of the 30 day completion date, whereby the client, under no obligation, will be fully refunded any deposit amount. If the client wishes to cancel this agreement within the 14 day 'cooling off period' they must provide this request in writing, the onus will be with the client to prove that written notification has been sent. If the client wishes to cancel the agreement after the 14th day then the entire deposit amount of the agreement shall be retained by Sites & Pages as liquidated damages and the contract shall become null and void. 12. PROJECT DELIVERY. 12.1 The final Web Design Project will be published to the Web Site Hosting Service upon receipt of final payment, less any deposit. The Client understands that Sites & Pages will offer Website Hosting Service in connection with this Web Design Project. Should the Client prefer to use a hosting service other than that offered by Sites & Pages, the Client must allow Sites & Pages full access to the Client's account via FTP (File Transfer Protocol) software, as in section 1.2 12.2 The Client will be solely responsible for any and all Website Hosting Service charges on any other hosting provider other than those provided in conjunction with any order placed with Sites & Pages. 13. INDEMNITIES. 13.1 The Client agrees to indemnify and hold Sites & Pages and/or their agents/contractors harmless from and against ill liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Sites & Pages, arising out of any breach by the Client of the terms of this agreement or other liabilities arising out of or relating to the Website. 14. PUBLIC COMMUNICATIONS SYSTEMS. 14.1 Notwithstanding, anything to the contrary contained in this contract, neither Sites & Pages nor any of its agents, warrant that the functions contained in the Web Design Project will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web Design Project is with the Client. In no event will Sites & Pages be liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Website Hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, or special damages arising out of the operation of or inability to operate this Web Design Project, failure of any service provider, of any telecommunications carrier, of the internet backbone, of any internet servers, you or your site visitor's computer or internet software, even if Sites & Pages has been advised of the possibility of such damages 15. PAYMENT AND SCHEDULE. 15.1 Payment must be made promptly based on the terms of this Website Design Project. Sites & Pages reserves the right to remove any Web Design Project from viewing on the Internet until final payment has cleared. 15.2 If case collection proves necessary, the Client agrees to pay all fees (including all legal fees and court costs) incurred by that process. This agreement becomes effective only when signed by Sites & Pages. 15.3 Adding of Meta Tags (Description and Keywords) and the submission of the Web Design Project to Web search engines and updating occur only after the full final payment is made. All payments will be made in British (£) Pounds Sterling. 15.4 Payment for services provided hereby shall be made in accordance with the conditions contained in this contract agreement and made a part of this agreement hereof. Notwithstanding, any prices listed in literature or on web pages, the Client and Sites & Pages agree that the services described in this contract shall be completed for £_______. 15.5 The Client agrees to pay to Sites & Pages an initial, non-refundable deposit of £_______ (normally, 50% of the estimated total cost or a minimum of £100.00) upon receipt of this agreement, signed by the Client as per section 11. Final payment is due prior to the publication date of the Website Design Project and within 14 days from completion. If payment is not made the website will not be published and all material(s) will remain with Sites & Pages. All amounts must be in British (£) Pounds Sterling and in the case of cheques must be made payable to Sites and Pages and sent to Phillips House, 72 Blackdown Close, Great Ashby, Stevenage, Herts, SG1 6AX. Payments can be made via cheque or via the services of PAYPAL.CO.UK (including paypal charges currently 3.4% 17/01/07). Several payment options exist. 15.6 In the case of any Website Hosting Services provided. Several payment options exist. All payment options must be paid in advance. Payment will either be quarterly or annually as agreed at the time of issue into a minimum 12 month contract. Standing order payment details will be provided at the commencement of the contract should this option be taken. 15.7 Clients will be notified 30 days in advance of any renewals for services. If the client does/does not wish to renew any of its services with Sites & Pages, then the client must notify Sites & Pages in writing. The onus will be with the client to prove that written notification has been sent. Payment requests for any service that has not been reasonably replied to within 14 days following the notification will result in the website service being suspended or terminated. 16. THIS CONTRACT AGREEMENT. (12 Months) 16.1 This contract agreement constitutes the sole agreement between Sites & Pages and the Client regarding this Web Design Project. Any additional work not specified in this contract or any other amendment or modification to this contract, must be authorised by a written request signed by both Client and Sites & Pages. Sites and Pages reserve the right to make amendments to this agreement from time to time and Clients shall be notified in writing. The undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organisation or business. In the case of a Limited Company to be signed by both appointed Directors or one Director and Company Secretary. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties. Rev. 2.0 08/01/08

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