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Website Design, Programming, Hosting and Maintenance License Agreement. Terms and Conditions

Please print these terms and conditions for your records

Definitions

In this terms of service, the subsequent terms, words and phrases shall have the following meaning:

“Customer” shall mean any individual and or corporate body limited and or unlimited and or partnership and or joint venture and or other association of individuals with or without corporate bodies to whom Techinovora shall supply services.

“Content” shall mean any text, graphics, photographs, video footage, sound tracks or other visual, aural, or textual means of communication, either existing or specifically created for inclusion in Customer’s World Wide Web Site. “Technology” shall mean any and all software, methodology, computer programs, writings, know-how, designs, techniques, or other information, either existing or specifically created for inclusion in Customer’s World Wide Web Site.

“Termination” shall mean the cessation of the products and services supplied by Techinovora to the Customer. Unless otherwise specified in this agreement, the singular includes the plural and vice versa.

Delivery

Techinovora shall use best endeavours to deliver the Project to Customer in a form ready for use by Customer and its designated end-users (which designated end-users are described in the Estimate / proposal), unless otherwise agreed by Customer. The delivery of the Project shall be substantially in accordance with the time schedule set forth in the Estimate / proposal, except as otherwise agreed by Customer.

Subcontractors

Techinovora may, from time-to-time, engage subcontractors to provide services, such as photography, image libraries, language translation, content, technology or equipment as called for in the Estimate / proposal. Techinovora will be totally responsible for interfacing with such subcontractors and Customer shall not directly contact Techinovora subcontractors without Techinovora’s specific written permission. Techinovora will be responsible for obtaining the appropriate confidentiality and nondisclosure agreements from such subcontractors. Techinovora will request from subcontractors representations and warranties with respect to any proprietary information, technology, software and content and indemnification from any patent, copyright or trademark infringement. Techinovora will assign to Customer to the extent permitted by law and contract all warranties, representations and indemnities provided to it by its subcontractors.

Ownership Upon completion of the project, and payment in accordance with this Agreement, Customer shall own the World Wide Web Site, subject to the following terms and conditions: (a) All original artwork, content, etc. provided to Techinovora by Customer for inclusion in the World Wide Web Site shall remain the exclusive property of the Customer, regardless of whether or not such content was actually used in the World Wide Web Site. (b) All photography, graphics and design created by Techinovora in the creation of Customer’s World Wide Web Site shall on payment in full, transfer to be the property of the customer. (c) Customer shall be granted a royalty-free license to all new content, whether produced by Techinovora or by others (collectively the “originators”) created for use in Customer’s World Wide Web Site. (d) Source code ownership: Upon completion of the project and when full payment has been received by Techinovora the “client side” source code will become the property of the customer. All “server side” source code utilised by and developed for the project shall remain the property of Techinovora Web Design Ltd. Any server side source code bespoke to the project shall be made available to the customer in an unencrypted form at the Customer’s request. Any non-bespoke “server side” source code utilised or developed shall be made available to the customer in an encrypted format at the Customer’s request. The encryption method used to encrypt the source code will be chosen at Techinovoras discretion. (e) Customer shall grant express permission for Techinovora to place a small credit or company logo on the Customer Web site.

Payment

The Customer shall pay Techinovora, in return for the products and services, as indicated in the Estimate / proposal, in sterling, set forth in the Estimate / proposal. Payment shall be in accordance with the payment schedule set out in the Estimate / proposal. Techinovora will exercise their statutory right to charge interest under the Late Payment of Commercial Debt (Interest) Act 1988 if the customer does not pay according to the agreed credit terms which are 14 days from date of invoice (Invoices indicated as “Deposit” or “Interim” payments are to be settled prior to commencement or continuation of any work). Techinovora will add 11% surcharge to all accounts recovered through the courts. Where you are providing content, failure to provide content in a timely manner in an appropriate format will delay the development and delivery of your website. In cases where we believe the website to be complete (possibly not even live on the Internet) but waiting for any remaining content to be provided from you we will raise our final invoice. When the content is supplied we will update the site and “put live” on your instruction.

License

Techinovora hereby grants unto Customer a license to the Customer's World Wide Web Site. This license is nonexclusive with respect to software, formatting, commands and other technology utilised by Techinovora in creating World Wide Web Sites for its customers, nonexclusive with respect to content provided by Techinovora in creating World Wide Web Sites for its customers, and an exclusive license to the content which is proprietary to Customer. This license is granted with an understanding that Techinovora has the right to relicense to Customer on an unrestricted basis any software used by it for this Project. Customer agrees and acknowledges that it does not have the right or authority to relicense, distribute or use any of the technology, software or techniques licensed hereunder to any other entity or use such software or technology in any other application or for other use or purposes other than the Project. Further, the license is applicable only to the use of the projects in connection with servers included in the Project or approved by Techinovora in writing. Where applicable, the terms defined herein will be superseded by the licensing terms and conditions of any software product used in the performance of this Agreement except where express written consent is awarded by the owner of the software.

Limitation of Liability

The liability of Techinovora for any error made in performance of the obligations under the Agreement will in no event exceed the fees for such services paid to Techinovora by Customer as set forth in the Agreement. In no event shall Techinovora be liable to Customer or to any end-user for any damages including, without limitation, consequential damages, lost profits or any special damages, whether incurred by Customer or end-user.

Confidentiality and Non-Disclosure

Customer agrees that neither Customer, its agents nor its employees shall in any manner, use, make available, make known, divulge or communicate any proprietary information with respect to the Estimate / proposal and Project and the technology utilised by Techinovora for this Agreement or the pricing of the Estimate / proposal without the expressed written permission of Techinovora. Customer agrees to take all appropriate action to protect the confidentiality and proprietary information included in the Estimate / proposal and Project, including appropriate instructions and agreements with employees, agents and consultants. Title to all proprietary rights in the Estimate / proposal and Project shall remain with Techinovora subject to the license contained herein.

Techinovora Not Responsible:

Customer acknowledges and agrees that Techinovora is not responsible for, and does not control, the Internet or any information contained thereon (other than the content on Customer's pages included in the Project, the accuracy and reliability of which shall be the sole responsibility of Customer). Access to the Internet is not provided by Techinovora but by the Customer and their chosen Internet Service provider (ISP). Internet connection problems and related issues are to be the responsibility of the ISP. Techinovora does not warrant, and does not assume responsibility for, any consequences suffered by any person as a result of Internet access including, without limitation, those suffered by Customer and end-users as a result of accessing such Internet information and content, such as the possibility of contracting computer viruses, accessing information with offensive or inappropriate content, etc. Techinovora assumes, and shall be responsible for, no damages suffered by any person as a result of obtaining Internet access in connection with the Project or otherwise, including risks associated with the conduct of on-line commerce. Customer acknowledges and agrees that all users (including Customer and its end-users) must exercise their own due diligence before relying on any such information available on the Internet, and must determine that they have all necessary rights to copy, publish or otherwise distribute any such information available on the Internet under applicable copyright laws. Customer acknowledges and consents to the foregoing, and shall obtain the acknowledgement and consent to the foregoing of all users which obtain access to the Internet through the Project. Techinovora shall be an express third-party beneficiary of such acknowledgment and consent.

Indemnification

Techinovora shall indemnify and hold Customer harmless from and against any claim of infringement of a U.K. patent or copyright based upon software provided; Customer gives Techinovora prompt notice of all rights to defend any such claim. Techinovora shall have the right to settle any claim and, at Techinovora’s option, provide Customer (i) paid up license, (ii) substitute, a functionally equivalent software for the alleged infringing software or (iii) a refund of the sums paid to Techinovora under the Estimate / proposal reduced by one-third (1/3) each year for three (3) years. The customer shall provide all content for the website and shall guarantee that they own or that they have full permission to use any text, images, videos, designs or logos that they supply. The customer will fully indemnify Techinovora Web Design Ltd against any copyright or intellectual property right claim arising from material supplied by the customer. 13. WebWorks We strongly advise that you take out a support package with Techinovora once your website is complete. Your website is a valuable tool and therefore in situations where your website is, for example, not displaying properly we can be here to fix it for you as soon as is reasonably possible. The following 6 items are additional terms and conditions for Techinovora’s Web Site Management Program (WebWorks) and only apply to customers who have signed up to this service. Service. Techinovora will provide a package of site management services to the customer’s web site on a monthly basis from the commencement date. If Techinovora developed the web site, this date will be effective from when the site was launched onto the Internet. Full details of this service were presented within the Estimate / proposal or are available upon request. Techinovora retains the right to alter the specific details of the service where factors beyond Techinovora’s control apply. The details of this service are explained in our separate WebWorks Document. Search Engines. Techinovora cannot give any warranty or guarantee as to placement of the listing as it is left to the sole discretion of the search engines editor reviewing the listing nor that the site will be held by the search engine for any given period. Techinovora will provide best practice advice on key phrase selection but cannot accept liability for the varying and changes ways in which search engines operate. Techinovora reserves the right to change its list of top search engines companies without notice. Techinovora reserves the right to refuse to register inappropriate keywords and phrases. Appropriate Format of Content Ideally photos must be supplied as the original or TIFF file. Text must be supplied as a Word document on disc or email and logos/icons supplied as Illustrator, EPS files or original. Alternatively a PDF file can be used for any/all of the above. Any work required in amending client submitted text or images for use on web sites are chargeable.

Maintenance

Timescales Updates within existing page designs and structures will be completed within 1 working day where content has been provided in an appropriate format. Techinovora cannot guarantee to update web sites where less than 1 working day’s notice has been provided. Timescales for maintenance or development work that requires the restructuring of page or site designs or structures will be estimated once Techinovora has been provided with sufficient information and content to reasonably do so. Where Techinovora staff are required to work outside normal office hours to complete urgent maintenance or development, or are required to reschedule other work to be undertaken outside normal office hours to accommodate urgent maintenance or development, this work will be rated at time and a half or double time accordingly. Fees & Payment. Fees will be invoiced in advance on a quarterly basis. Work over the agreed Web Works package will be invoiced monthly or quarterly in arrears depending on usage. Techinovora cannot offer a reduction in fees for nonuse of services offered within the package.

Termination & Right to Cancellation.

Each party agrees to a minimum tenure of twelve (12) months from the date of this Agreement. At the end of that period either party has the right to cancel this Agreement. If payment for the service is not received within the agreed credit terms, Techinovora reserves the right to terminate the agreement with one week’s written notice.

Term

This Agreement shall subsist for the Initial Term of 12 months and then for subsequent periods of three months until terminated by no less than thirty (30) days notice in writing by either party to the other. Compliance with Law and Policy The Customer shall ensure that nothing is transmitted by or on behalf of the Customer or using the Customer’s equipment through the Service or down-loaded in violation of any UK or international law, regulation or treaty or Techinovora Web Design’s Rules or in breach of the intellectual property rights of any person. The Customer shall fully and effectually indemnify Techinovora Web Design Ltd from and against all loss, liability, damages, costs and expenses which Techinovora Web Design Ltd may incur in relation to any breach by the Customer of its obligations under this Clause. A breach of this clause will also be grounds for Techinovora Web Design Ltd to terminate this Agreement with immediate effect, at Techinovora Web Design’s discretion. Offending Material Without prejudice to any other right, Techinovora Web Design Ltd shall be entitled to disable the Service or any part of it or to take such action as it may in its discretion think appropriate to ensure that any material which Techinovora Web Design Ltd in its discretion considers to offend the principles set out in Clause 5.A is not capable of being transmitted or down-loaded. Techinovora Web Design Ltd shall not however be obligated to take, or consider whether it should take, any such action.

International Bandwidth The Customer acknowledges that Techinovora Web Design Ltd has no direct control over the availability of bandwidth over the entirety of the Internet and that while it will use such endeavours as Techinovora Web Design Ltd, in its absolute discretion deems appropriate to facilitate the Service at all times, Techinovora Web Design Ltd shall not be responsible for delays caused by overuse of or lack of such bandwidth.

Indemnity The Customer acknowledges that, by the nature of the Service being provided, information and material downloaded or used by the Customer may be kept, whether permanently or temporarily on Techinovora Web Design’s equipment. The Customer shall at all times ensure that such information and material complies with the laws of all applicable jurisdictions and shall keep Techinovora Web Design Ltd fully and effectually indemnified from and against all costs, claims, liabilities and demands relating to or arising from any breach by the Customer of this clause or any criminal or civil legal action brought against Techinovora Web Design Ltd as a result of Techinovora Web Design’s storage of such information or material.

Domain Names

Techinovora Web Design Ltd has no control over the availability of domain names and accordingly accepts no responsibility for the availability of any domain name. If any domain name is or becomes unavailable or on a request from any domain name registration authority, the Customer shall take all steps to relinquish the relevant domain name or otherwise to abide by the order of such authority and Techinovora Web Design Ltd shall be entitled to take all appropriate steps to achieve the same. Domain name transfers. An admin charge of £20 per domain name is chargeable for transfer to another hosting company.

Historical Archive and Backup

While Techinovora Web Design Ltd backs up its server computers as a regular part of its internal systems administration, Techinovora Web Design Ltd does not guarantee any storage or backup of Customer data. Termination for Non-payment. If any Techinovora Web Design Ltd invoice remains unpaid fourteen (14) days after its due date, Techinovora Web Design Ltd may without further notification or prejudice to any other remedy, suspend or disable the Service or, at its option, terminate this Agreement. Termination for non-payment shall not relieve the Customer of its responsibilities under this Agreement, including the responsibility to pay all fees up to the date of termination. Techinovora Web Design Ltd may terminate this Agreement at any time if the Customer materially breaches this Agreement and in the case of a breach capable of remedy fails to remedy the breach within fourteen (14) days of a notice from Techinovora Web Design Ltd requiring the breach to be remedied.

Upgrades and Equipment Maintenance

From time to time Techinovora Web Design Ltd may upgrade its servers and associate network infrastructure. This may require the Customer to upgrade its software applications or equipment if the Service is to be continued. In that event, the Customer agrees to make within fourteen (14) days such reasonable upgrades to its hardware or software as Techinovora Web Design’s technical staff may from time to time reasonably specify by written notice to the Customer. Techinovora Web Design Ltd shall not be responsible for degradation of or disruption to the Service if the Customer does not make the upgrade required. Scheduled and emergency work will require that the Customer’s web site is temporarily suspended. Techinovora will as far as possible conduct this at an appropriate time with the customer as to minimise disruption.

Limited Warranty

Techinovora Web Design Ltd warrants that the Service will not be substantially different from any written description of the Service previously supplied by Techinovora Web Design Ltd to the Customer. The Customer is responsible for assessing its own commercial needs, how the Service relates to the Customer and how the Customer should use the Service. The Customer warrants that it is familiar with services of this type and that it understands the level of service to be provided and the implications for the Customer’s own business of the choices which the Customer made in completing the Order Form. Techinovora Web Design Ltd makes no warranty as to the value of the Service in the Customer’s business or the results to be obtained from the use of the Services. The Customer is solely responsible for the use of any information or other material obtained through the Service. Techinovora Web Design Ltd specifically excludes any responsibility for the accuracy or quality of information obtained through the Service, or that any other material obtained through the Service may be used in any way by the Customer without infringing the rights of any third parties. The Customer further acknowledges that these matters are outside the control of Techinovora Web Design Ltd.

Limitation of Liability.

Without prejudice to the express warranties contained in the clauses listed above and to the maximum extent permissible in law, all conditions and warranties which are to be implied by statute or otherwise by general law into this Agreement or relating to the Services are hereby excluded. The Customer acknowledges that in circumstances where a fatal server failure could cause pure economic loss, loss of profit, loss of business or like loss then Techinovora advise a second backup server is installed. Techinovora Web Design Ltd shall in no circumstances be liable to the Customer for any pure economic loss, loss of profit, loss of business or like loss. Techinovora Web Design Ltd shall in no circumstances (whether before or after termination of this Agreement) be liable to the Customer for any loss of or corruption to data or programs held or used by or on behalf of the Customer. However Techinovora shall at all times keep adequate back-up copies of the data and programs held or used by or on behalf of the Customer. The Customer shall only be entitled to bring a claim against Techinovora Web Design Ltd where the Customer issues legal proceedings against Techinovora Web Design Ltd within the period of twenty-four (24) months commencing on the date upon which the Customer ought to have known of its entitlement to bring such a claim. Notwithstanding anything to the contrary herein contained Techinovora Web Design Ltd's liability to the Customer for:- a) Death or personal injury resulting from the negligence of Techinovora Web Design Ltd, its employees, agents or sub-contractors. b) damage suffered by the Customer as a result of a breach by Techinovora Web Design Ltd of the condition as to title or the warranty as to quiet possession implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982. d) damage for which Techinovora Web Design Ltd is liable to the Customer under Part I of the Consumer Protection Act 1987; 15. General Provisions Sole Agreement If any acknowledgment, provisions, term or condition in any Customer purchase order, voucher or other memorandum is in any way inconsistent with, or adds to, the provisions of the Agreement, such provisions shall not affect the interpretation or terms of this Agreement, and any such inconsistent or additional provisions, terms and conditions are agreed by the parties to be null and void. No modifications of this Agreement or waiver of any of its terms will be effective unless set forth in a written document signed by authorised agents of Customer and Techinovora. Severability If any term of this Agreement is held to be invalid, the remainder of this Agreement will remain in force. If any term of this Agreement shall be invalid, illegal or unenforceable, in whole or in part, the validity of any of the other terms of this Agreement shall not be affected thereby in any way so long as the general intent of this Agreement can still be carried out absent the invalid, illegal or unenforceable provision. Choice of Laws This Agreement is governed by and shall be construed in accordance with English Law, and all questions regarding the validity, intention or meaning of this Agreement or any modifications of it will be construed and resolved under the laws and solely in the courts. Each party hereto hereby consents to the personal jurisdiction of the courts for such purposes. Survival All obligations of the parties with respect to confidentiality of information shall survive the termination of this Agreement, regardless of the reason for such termination. Notices All notices and requests in connection with this Agreement shall be in writing and may be given by personal delivery or registered mail with return receipt, telegram or other customary means of written communication. The effect date of any notice or request shall designate by notice to the other. The effective date of any notice or request shall be five (5) days from the date which it is sent by the party so sending the notice or immediately upon personal delivery. Non-Cancellation of Orders Customer recognises and acknowledges that each component and design stage, as described in the Estimate / proposal, represents an integral part of the project, and that any change or alteration may significantly impair the ability of Techinovora to perform its obligations hereunder. Customer shall not cancel any portion of the project without securing the written permission of Techinovora. In the event that Customer and Techinovora desire to amend or modify any portion of the project, such amendment or modification shall be documented, and said documentation shall only become effective upon the written confirmation by an authorised representative of Techinovora and Customer.

Social Media set up upgrade we includes the setup of Twitter and Facebook accounts only. You will need a personal Facebook account so that we can make you the owner of the Facebook Page we set up for you. Without a personal Facebook account you will not be able to manage the Facebook business Page. It is your responsibility to set up your personal account. Social Media setup is not required if you already have business pages / accounts set up and just want us to link to them from your new site.

For Ecommerce websites we only integrate with Paypal, Sagepay and Worldpay gateways. As part of your setup you may need to configure elements of the integration within the respective gateway's systems. We will provide guidance as to any changes that need to be made however support for specifics within those systems must come for the gateway themselves. We can sometimes make the changes on your behalf but reserve the right to charge a small fee for this.

The contract between you and Techinovora is entered into under the exclusive jurisdiction of the courts of England and Wales.

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