Moov2 Ltd’s Standard Terms and Conditions of Sale for Website Design Services.

The "Buyer" means the person, firm, company, organisation or individual with whom the Contract is made.

The "Seller" means Moov2 Ltd its assignees and successors in title.

The "Contract" means the Contract between the "Seller" and the "Buyer" for the sale of the "Website Design Services" and the "ISP Services" of which these terms and conditions are part. All written / oral statements and representations are superseded by "The Contract", unless inclusions or exclusions of terms contained herein are specifically varied by the "Seller" in writing.

"ISP Services" means Web Hosting, E-mail Accounts and Connection Accounts.

"Website Design Services" means Web Design and programming, Site Promotion and Web Design & Internet Training.

The "Buyer" by placing an order for the Service by returning a signed copy of the project initiation document, confirms their acceptance of "The Contract" and agrees to be bound by "The Contract".

No binding Contract shall be created by the acceptance on the part of the "Buyer" of a quotation or offer made by the "Seller" until notice of the acceptance of the order in writing shall have been given by the "Seller".

The "Seller" reserves the right to accept or reject any order offered by the "Buyer".

The “Contract" shall always prevail In the event of conflicts between the Contract and any other document.

Prior to commencement of "Website Design Services" the "Seller" requires a signed hardcopy Project Initiation Document from the "Buyer”.

The "Seller" will make every effort to ensure "ISP Services" commence within 24 hours from receipt a signed hardcopy order from the "Buyer" or on the agreed project start date.

All "Website Design Services" prices are quoted by the "Seller" are based on site content agreed at time of order between the "Buyer" and "Seller", the “Buyer” is required to provide the content in electronic format prior to the agreed project start date, the “Seller” will provide a “Webfresh Client Content Document” for this purpose in MS Word format which should be completed as per the instructions.

After receipt of the "Buyers" signed Project Initiation Document, the "Seller" reserves the right to revise the original quotation where alterations to content or specifications are made by the "Buyer" and not covered by the "Buyers" original requirements upon which the “Seller” agreed to provide a Webfresh web solution (See also Website alterations).

All prices quoted by the Seller are exclusive of VAT.

While the "Buyer's" site is in development by the "Seller", the "Seller" commits to make available at all times, where practicable, all work in progress.

The "Buyer" agrees to use this facility for review purposes only. All services, development, design and material, graphic or otherwise, supplied or generated by the "Seller" remain the "Sellers" copyright until the final "Sellers" invoices have been paid in full by the "Buyer".

When “The Seller” deems the project deliverables complete, the “Seller” shall furnish the “Buyer” by e-mail (unless otherwise requested) with a project “Change Request Document” which the “Buyer” is required to complete and return to the “Seller” within 5 days of receipt, failure to return this document within this time will by default deem the project complete and full payment will be required from the “Buyer”. The “Seller” will assess the time required to make the “Buyers” documented changes and dependant on the changes allowed by this contract (See Clause 9 - Website Alterations), The “Seller” will carry out any changes that would fall within the remit of the allowable time limit. Any changes that would in full or in part take longer than that allowed by this contract will not be made without extra charge being made to the “Buyer”. No extra cost will be invoiced to the “Buyer” without prior agreement. On completion of the "Buyer's" Website, the “Buyer” will be required by the "Seller" to sign and return a “Project completion approval” form and this will declare the project complete and “fit for purpose”.

On receipt of the “project completion approval form”, the "Seller" will upload the "Buyer's" website to the agreed Domain location. At this time the Website's title and ownership will transfer to the Buyer.

The “Buyer” upon full payment of the “Sellers” final invoice shall be entitled to a copy of the final compiled website files as published at any point requested with in 12 months of the website being published on the internet or at the time that the “Buyer” informs the “Seller” (or vice versa) of their wish to legally terminate the services supplied by the “Seller”, which ever is the later. A copy of the compiled website may not be kept by the “Seller” after termination of service takes place, and no guarantee is provided to provide a copy if a request is not made before termination of service occurs. In any event, database, application or website source code remains the sole property of the “Seller” and will not be supplied to the “Buyer” under any circumstances.

The "Seller" reserves copyright on all materials and designs (except where designs were created by an agent of the “Buyer”) and forbids the "Buyer" to pass such materials and designs to a third party or associated business without first seeking the "Sellers" permission and agreement.

Any third party copyright materials used by the "Seller" on behalf of the "Buyer" cannot be used by the "Buyer" without first seeking the third parties permission or agreement.

If the "Buyer" supplies the "Seller" with text, photography, artwork, animation's, brochures, information or material of any kind, the "Seller" will not at any time be responsible whatsoever in regard to copyright, errors or omission's faults or subsequent damages. This also includes that supplied by software, discs or electronic transfers if supplied by the "Buyer" to the "Seller" for publishing to the Internet.

The "Buyer" must indemnify the "Seller" against third parties suffering subsequent faults and damages caused to hardware, software programs, or such damages as loss of production and earnings, due to materials supplied by the "Buyer" for use by the "Seller".

The "Seller" will not be held responsible for establishing 'Rights of Usage' on any materials supplied by the "Buyer".

On receipt of the Buyer's signed Project Initiation Document, the project is deemed started.

On receipt of cancellation and after the Project Initiation Document has been singed the “Buyer” agrees to pay the full project balance within 7 days of cancellation.

A Webfresh package entitles the “Buyer” to one working day (8 hours) of a Moov2 consultant’s professional services. Where the “Buyer” does not provide the “Seller” with a detailed specification, Moov2 Ltd reserve artistic license over the end deliverable and shall make every effort to meet any requests made before project initiation by the “Buyer” regarding the aesthetic appearance of the site. The “Buyer” must ensure that any specific requirements they have are clearly documented in the Project Initiation Document or a specification document referenced in the Project Initiation Document. On receipt of the “Change Request Document” from the "Buyer", the "Seller" commits to make adjustments free of charge for the first hour of consultation, after which, changes and additions, unless included and explicitly documented in the Project Initiation Document or documents referenced there in, will be charged at standard hourly rates. In most cases time is built into the project to allow for minor refinements, which do not constitute major changes to the agreed website. Author’s corrections, amendments and additions to the agreed specification by the “Buyer” will be billable on top of the agreed project cost, which will be submitted to the “Buyer” for authorisation before any extra work is carried out and subsequently invoiced. The “Seller” offers in goodwill to update minor textual changes on behalf of the “Buyer” for the first 12 Months of service or where the “Buyer” is paying for “Web Hosting”. Minor textual changes are offered free of charge at the discretion of the “Seller” and are considered to be those changes that are not time consuming to a Moov2 Consultant. In each calendar month no more than 1 set of changes will be accepted by Moov2 without charge. No guarantee is expressed or implied unless a maintenance contract is entered into by the “Buyer” setting out a service level agreement. Clause 10 - Payment

The "Seller" reserves the right to cease "Website Design Services", suspend "ISP Services" or remove the "Buyer's" web site from view, if at such time there is dispute or delay over an agreed payment, this includes hosting and maintenance agreements.

Before the "Buyer's" completed Website is required to be published to the Internet the "Seller" will require from the "Buyer" receipt of the full project balance of all Website and Associated "ISP Services" costs, solely at the discretion of the “Seller” a “Buyers” website may be published to the internet before receipt of final payment, however this may be taken down without the permission of the “Buyer” at any time prior to full receipt of the project balance.

If a "Website Design Services" project is delayed by the "Buyer" four weeks beyond the agreed project start date and if agreed that more than 50% of the project has been completed, a further 25% of the overall project cost (inc. VAT) will be due for payment immediately by the "Buyer" on submission of the "Sellers" invoice.

Invoices for "ISP Services" are due for payment within 7 days from project completion.

The "Seller" supplies and offers Domain Name Registration (where required) in all good faith and advises the "Buyer" that the Seller will not be held responsible for any claims, damages, penalties and expenses arising from any third party allegations that the registered Domain Name infringes any rights owned by such third parties.

The "Seller" at no time will be held responsible or liable for any financial loss or damage to the "Buyer'" or associated third parties business, if a third party provider of the un-metered connection has service failures, which results in "Buyer's e-mail account to be unusable or the "Buyer's" site being non viewable.

It is the responsibility of the Buyer to be familiar with the relevant data protection and privacy laws and recognises that the "Seller" has no control or influence over e-mail content processed by the "ISP Service. The "Buyer" shall hold the "Seller" harmless from and indemnify the "Seller" against any claims by any party relating thereto.

The "Seller" shall be under no liability for any loss or damage (whether direct, indirect, incidental or consequential) howsoever arising, which may be suffered by the "Buyer" in relation to "Website Design Services" and "ISP Services" beyond the equivalent of the value of the project as set out in the project initiation document.

Nothing in this Contract shall affect the liability of the "Seller" for death or personal injury caused by its negligence.

If any exclusion, disclaimer or other provision contained in this Contract is held to be invalid for any reason by a court of competent jurisdiction and the "Seller" becomes liable thereby for loss or damage that may lawfully be limited, such liability whether in contract, tort (including negligence) or otherwise, will not exceed the total charges paid by the Buyer in the 12 months preceding such liability arising.

Where the “Seller” exercises its right as provided in 10.1, the "Seller" will use every endeavor to maintain confidentiality on information so received.

The “Seller” offers no guarantee on the performance of the “Buyers” website in search engine rankings

The "Buyer" agrees to allow the "Seller" to submit a small and discreet advertisement at the bottom of all web site pages, reading “Site by Moov2 Ltd”.

Any notice required to be given to "Website Design Services" or "ISP Services" shall be in writing / Fax or e-mail and shall, where appropriate, be delivered by prepaid first class post to the address of the relevant party set out in the "Buyer's" order details for the "Buyer" and on the "Sellers" Web site for "Seller".

Failure or delay by "Seller" in enforcing any term of the Contract shall not be construed as a waiver of any of its rights under it.

The illegality, invalidity or unenforceability of any part of this Agreement will not affect the legality, validity or enforceability of the remainder.

This Contract shall be construed in all aspects as an English contract and in conformity with the English Law.