Parties:
1 "The Developer": Clearpoint Design Limited
2 "The Client":

Recitals:

(A) The Developer is engaged in the business of designing, developing, creating and publishing websites. The Client is under no obligation to offer work to the Developer and the Developer is under no obligation to accept any work which may be offered by the Client. Neither party wishes to create or imply any mutuality of obligation between themselves either in the course of, or between, any performance of Service under the Specification.

(B) The Client wishes to engage the Developer to provide certain website design, development and creation services and the Developer agrees to accept the engagement subject to the terms and conditions of this Agreement.

Operative Provisions:

1 Definitions

'Acceptance Tests' means Developer's acceptance tests as set out in Schedule 4.

'Development Fee' means the fee for the development of the Website as set out in Schedule 2.

'Services' means the training and other services to be provided by the Developer at such times and at such locations as shall be agreed between the Developer and the Client and described in Schedule 3.

'Services Fee' means the fee for the Services as set out in Schedule 2.

'Website' means the WWW website comprising all pages described in Schedule 1.

'Website Specification' means the specification for the Website set out in Schedule 1.

2 Development and Services

2.1 In consideration for the payment by the Client of the Development Fee, the Developer will:

2.1.1 discuss the Client's website requirements as outlined in Schedule 1 and Develop a demonstration version of the Website which will be uploaded to the Development area of the Developer's website for approval by the Client.

2.1.2 Upon receipt of the Client's written approval in accordance with clause 1.1.1 (which approval shall not be unreasonably delayed or withheld), the Developer shall make such reasonable revisions to the demonstration version of the Website and the Website Specification as shall be agreed and then develop the Website in accordance with the Website Specification and the timetable contained in Schedule 1 (for the avoidance of doubt time shall not be of the essence regarding the development of the Website);

2.1.3 Test the Website in accordance with the Acceptance Tests.

2.1.2 In consideration for the payment of the Services Fee, the Developer will provide the Services.

2.1.3 Unless otherwise agreed between the client and the developer, the client agrees to provide the component parts of the www site (text and images) within 30 days of his client's acceptance of these terms, failure to do so will render this agreement null and void.

3 Completion of Development Testing and Delivery

3.1 Upon passing the Acceptance Tests in accordance with clause 2.1.3, the Developer will notify the Client that the Website is ready to be transmitted to the Client's host server and, upon payment by the Client of the Development Fee, will transmit the Website to the Client's host server.

4 Fees and Charges

4.1 The Fee shall be payable within 14 days of the date of the Developer's invoice therefor.

4.3 The Fee shall be exclusive of value added tax for which the Client shall be additionally liable and may be varied if the Client's requirements change at any time (whether during the preparation of the demonstration Website or during the preparation of the actual Website or otherwise) during the performance of this Agreement.

4.4 If the Fee is not received by the due date, the Developer reserves the right to charge interest at the rate of 4% per annum above the base lending rate of Barclays bank from time to time in force from the due date until the date of payment.

5 Intellectual Property Rights

5.1 The Client acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the development of the Website and all rights in any core files created or developed by the Developer in connection with the development of the Website are and shall remain the sole property of the Developer and the Developer hereby grants to the Client a non-exclusive right to use all such rights in accordance with the Website Specification. The Client shall not at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership by the Developer thereof.

5.2 In the event that new inventions, designs or processes evolve in the performance of or as a result of this Agreement, the Client acknowledges that the same shall be the property of the Developer unless otherwise agreed in writing by the Developer.

5.3 The Client shall indemnify the Developer fully against all liabilities, costs, damage, damages and expenses which the Developer may incur as a result or work done in accordance with the Client's instructions in the development of the Website which infringe any copyright, trade mark or other intellectual property right (including but not limited to framing or linking to third party websites and/or third party proprietary material) of any third party.

5.4 You must not post any material onto the site which is defamatory, obscene or blasphemous, which infringes third party rights or which could in any other way give rise to criminal or civil liability in any jurisdiction. We shall have no liability for any such material. We may in our absolute discretion remove any material if in our view it falls or might fall within the foregoing categories or is otherwise inappropriate.

6 Warranties and Liability

6.1 The Developer warrants that the services provided under this Agreement will be provided with reasonable care and skill.

6.2 Save as expressly provided in clause 6.1 , the Developer shall not be liable by reason of any representation (unless fraudulent), or any implied warranty, condition or other term or any duty at common law or under the express terms of this Agreement for any indirect, special or consequential loss or damage (whether loss of profit, contracts, business or goodwill or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Developer, its employees or agents or otherwise) which arise out of or in connection with this Agreement.

6.3 Proofs of all work may be submitted for customer's approval and we shall incur no liability for any errors not corrected and communicated by the customer in proofs so submitted. Customer's alterations and additional proofs necessitated thereby shall be charged extra.

7 Confidential Information

7.1 All information, drawings, specifications, documents, contracts, design material and all other data which the Developer may have imparted and may from time to time impart to the Client relating to its know-how, business, clients, prices, services, software, the Website, contracts (including this Agreement), website design, architecture and content is proprietary and confidential.

7.2 The Client hereby agrees that it will use such confidential information and all other data solely for the purposes of this Agreement and that it will not at any time during or any time after the completion, expiry or termination of this Agreement use or disclose the same whether directly or indirectly, to any third party without the Developer's prior written consent.

4.5 The Client further agrees that it will not itself or through any subsidiary or agent, use, sell, license, sub-license, create, develop or otherwise deal in any confidential information supplied to it by the Developer or obtained pursuant to this Agreement.

4.6 The Developer agrees to keep client information confidential

8 Termination

8.1 The Developer may terminate this Agreement at any time by giving not less than 30 days prior written notice to the Client.

8.2 Either party may by notice in writing immediately terminate this Agreement if the other shall:

8.2.1 be in breach of any of the terms of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied within 21 days of receipt of a written notice specifying the breach and requiring its remedy

8.2.2 be unable to pay its debts or enter into compulsory or voluntary liquidation or compounds with or convenes a meeting of its creditors or has a receiver or manager appointed or (being an individual or firm) becomes bankrupt or ceases for any reason to carry on business or takes or suffers any similar action.

8.3 Within 7 days of the date of termination of this Agreement for whatever reason, the Client will return or destroy (as the Developer will instruct) hard copy forms of the Website, the Developer's designs, graphics and all audio-visual and hard copy material and data relating to the Website and purge all magnetic media forms of the Website and all software and related materials and provide the Developer with a certificate certifying that the original and all copies of such material (in whole or in part), in any form of media have been so returned or destroyed and/or purged as the case may be and permit the Developer's personnel or agents to collect, destroy or purge the same.

8.3 Termination of this Agreement shall be without prejudice to any accrued rights of either party.

SPAM policy

You must not use our servers to send Unsolicited Commercial Email or Unsolicited Bulk Email.

Definition:
Sending messages indiscriminately to multiple mailing lists, individuals, or newsgroups.
Sending unsolicited mail promoting a website or service hosted on our servers

In the event that we receive complaints regarding your domain the following action will be taken:

If the number of complaints is small, hosting of the domain will be suspended for a minimum of seven days and will only re-enabled on the undertaking in writing that the SPAM will cease

If the number of complaints is large, or no undertaking is received, hosting of the site will be permanently disabled.

Here are some guidelines to help you ensure you do not end up having your hosting/email accounts terminated:

Do not send email promoting your site unless you are 100% sure the addresses you are sending to have opted-in to your mailing list

Do not post advertisements to newsgroups unless you understand and follow the rules for that particular group.

If in doubt: DON'T POST!

3. Web Site Hosting And Email
3.1. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss or damage to any data stored on the Server.
3.2. You represent, undertake and warrant to us that you will use the Web Site allocated to you only for lawful purposes and to promptly inform us if this clause or any subclause of this clause has been breached or you become aware that they may have been breached. In particular, you represent, warrant and undertake to us.
3.2.1. you will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will you authorise or permit any other person to do so.
3.2.2. you will not upload, post, link to or transmit:
3.2.2.1. any material which is unlawful, threatening, abusive, malicious, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way.
3.2.2.2. any material containing a virus or other hostile computer program.
3.2.2.3. any material which constitutes, or encourages the commission of, a criminal offence or which infringes 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 any jurisdiction.
3.2.2.4. any material which is forbidden by our acceptable use policy
3.2.3. you will not send bulk email whether opt-in or otherwise from our network. Nor will you promote a site hosted on our network using bulk email.
3.2.4. you will not employ programs which consume excessive system resources, including but not limited to processor cycles and memory.
3.2.5. any file you store on the Server will be reachable via a hyperlink from a page on your site.
3.3. We reserve the right to remove any material which we deem inappropriate from your Web Site without notice to you.
3.4. You shall keep secure any identification, password and other confidential information relating to your account and shall notify us immediately of any known or suspected unauthorised use of your account or breach of security, including but not limited to loss, theft or unauthorised disclosure of your password or other security information.
3.5. You shall observe the procedures which we may from time to time prescribe and shall make no use of the Server which is detrimental to our other customers.
3.6. You shall procure that all mail is sent in accordance with applicable legislation (including data protection legislation) and in a secure manner.
3.7. In the case of an individual User, you warrant that you are at least 18 years of age and if the User is a company, you warrant that the Services will not be used by anyone under the age of 18 years.
3.8. Any access to other networks connected to Clearpoint Design Ltd must comply with the rules appropriate for those other networks.
3.9. While we will use every reasonable endeavour to ensure the integrity and security of the Server, we do not guarantee that the Server will be free from unauthorised users or hackers and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email.
3.10. No more than one log-in session under any one account may be used at any time by you. If you have multiple accounts, you are limited to one login session per system account at any time.

5. Service Availability
5.1. We shall use our reasonable endeavours to make available to you at all times the Server and the Services but we shall not, in any event, be liable for interruptions of Service or down-time of the Server.

9 Force Majeure

9.1 Neither of the parties to this Agreement shall be responsible to the other party for any delay in performance or non-performance due to any causes beyond the reasonable control of the parties hereto ('Event of Force Majeure'), but the affected party shall promptly upon the occurrence of any such cause so inform the other party in writing, stating that such cause has delayed or prevented its performance hereunder and thereafter such party shall take all action within its power to comply with the terms of this Agreement.

9.2 In the event that the Event of Force Majeure shall continue for a continuous period of 2 months, then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.

10 Notice

10.1 Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be delivered or sent by first class post or by facsimile transmission to the address of the other party set out in this Agreement (or to such other address as may have been notified) and any such notice shall be deemed to have been served, if delivered, at the time of delivery, if sent by post 48 hours after posting and if sent by facsimile, 1 hour after transmission.

11 Waiver

11.1 The waiver by either party of a breach or default of any provision of this Agreement by the other shall not be construed as a waiver of any succeeding breach of the same or other provisions of this Agreement.

12 Transfer

12.1 The Client shall not assign, sub-contract or otherwise transfer this Agreement without the prior written consent of the Developer, which consent shall not be unreasonably withheld. For the avoidance of doubt, the provisions of this clause shall not apply to the Developer.

13 Entire Agreement

13.1 This Agreement sets out the entire agreement of the parties and supersedes all prior agreements and understandings relating to its subject matter. This provision shall not apply in the case of fraud.

14 Law and Jurisdiction

14.1 This Agreement shall be governed by English law and the parties shall submit to the exclusive jurisdiction of the English Courts.

Signed by the parties on the date set out at the head of this Agreement.

For and on behalf of 'The Developer'

Name …………………………………………….

Signature…………………………………………

For and on behalf of 'The Client'

Name …………………………………………….

Signature…………………………………………

SCHEDULE 1
Website

To provide a web site for the client as detailed in your 'Website Proposal'

SCHEDULE 2
Fees

To provide a web site at a cost detailed in your 'Website Proposal'

SCHEDULE 3
Services

Provide 12 months website hosting and search engine registration/reporting (Currently charged at £99 pa)

SCHEDULE 4
Acceptance Tests

THE SITE WILL BE AVAILABLE FOR THE CLIENT TO PREVIEW AND TEST ON THE DEVELOPER'S SERVER ,
SITE WILL THEN BY UPLOADED TO THE CLIENT'S AGREED SERVER