TERMS OF AGREEMENT                                                                                  Click HERE to print hardcopy

1.  Definition of Terms
  Immediasite Ltd: Immediasite Ltd, a limited liability company, whose registered address is Manor Farm, Common Road, Eton Wick, Windsor, Berkshire, SL4 6QY
  CLIENT:          
  ISP: Immediasite Ltd
  CONTRACT: This agreement and its attachment(s) as listed below.
  ATTACHMENT(s):  “Website Design Worksheet” and “Payment Schedule”            

2.  Authorization
  The above named CLIENT is engaging Immediasite Ltd, as an independent contractor for the specific project of developing and/or improving a World Wide Website (CLIENT’s Website) to be installed on the CLIENT’s web space (CLIENT’s Web Space) located on an ISP’s computer. The CLIENT hereby authorizes IMMEDIASITE Ltd to access the CLIENT’s Webspace, including but without limitation CLIENT’s cgi-bin directory, and any other directories or programs which IMMEDIASITE Ltd requires to access in order to perform its obligations to CLIENT under the CONTRACT.  The CLIENT also authorizes IMMEDIASITE Ltd to publish the completed website to Web search engines, as well as other Web directories and indices.
 
3.  Warranties
  IMMEDIASITE Ltd represents and warrants to the CLIENT that it has the experience and ability to perform its services under this CONTRACT; that it will perform said obligations in a professional, competent and timely manner; that it has the power to enter into and to perform its obligations under this CONTRACT.
 
 
  The CLIENT represents and warrants to IMMEDIASITE Ltd that it will provide materials as required in a professional, competent and timely manner; that it has the power to enter into this CONTRACT; and that its performance of its obligations under this CONTRACT shall not infringe upon or violate the rights of any third party or violate any applicable laws.
 
4.  Standard Website Products and Website Hosting Services
The standard website development to be performed by IMMEDIASITE Ltd is as follows:
· E-mail/phone consultation. (Initial planning/development consultation is free)
· Up to 2 hours total general internet orientation, education, marketing strategy, and Web design consultation. Additional education and consultation is at IMMEDIASITE Ltd’s hourly rate.
· Up to ten web pages, for example a homepage, map & directions page, ‘about us’ page, contact page, a products page, a products detail page and so on.
· Text. Final text shall be supplied by the CLIENT (200 words per page approximate maximum if not supplied electronically. Web pages of more than 1,200 words of text may be subject to additional fees to compensate IMMEDIASITE Ltd for increased formatting time.)
· Custom Graphics. Company logo or other top-of-page graphic, bullets, lines, coloured or textured background as well as two photos or graphics per page is included.
In excess of the two photos or graphics per page, an extra charge will apply for scanning services, photography, and graphic design and modification.
· Installation of web pages on the Immediasite host server.
· A maximum of two revisions will be included to the draft CLIENT’s Website at no extra cost to create the look and feel that the CLIENT requires. In excess of the said maximum of two revisions, further revisions will be billed at an hourly rate.
· At no time does IMMEDIASITE Ltd promise expressly or impliedly that the CLIENT’s website shall be granted a certain rating in any search engine.
  The standard website hosting to be performed by IMMEDIASITE Ltd is as follows:
· As an Internet World Wide Web service provider, IMMEDIASITE Ltd shall provide a dedicated server computer that is integrated into the internet. This server computer will send and receive information as related to the World Wide Web. The CLIENT will be connected to and utilise the hardware and software facilities of IMMEDIASITE Ltd to establish an internet web site.
· Domain name search and advice. If a domain name is needed for the CLIENT’s website, IMMEDIASITE Ltd will suggest appropriate names and perform a search to ascertain the availability of those names. The determination of a domain name’s availability through the domain name registration group “Nominet”, does not guarantee it will be still available at the time of registration.
· Domain name registration or transfer. If needed, IMMEDIASITE Ltd will complete the necessary forms to register or transfer a domain name as selected by the CLIENT. Although IMMEDIASITE Ltd will submit forms to register a requested domain name in a timely fashion, IMMEDIASITE Ltd does not guarantee the availability of any domain name.
· The sending of spam, or unsolicited bulk email (UBE) is not permitted on accounts hosted by IMMEDIASITE Ltd.
· Website hosting commences from the date the website goes live on the internet for a period of three months (known as quarterly) at which time it will be automatically renewed for each subsequent quarter under the same terms and cost set forth in this CONTRACT.
· The CLIENT’S website will initially be loaded onto our demonstration server in order for the CLIENT to verify and approve the design and content.  Upon full payment of set-up fees and hosting fees, the site will be transferred to the live server and be made available on the internet. 
· Immediasite reserve the right to withdraw the CLIENT’S website from the internet for late or failed payments (for example, a bounced cheque).
 
5.  E-Commerce Website Products and Website Hosting Services
The same conditions apply to e-commerce websites with the addition of the following:
· Immediasite Ltd will add the navigation system for up to 10 product lines and add one product description, photo, and ‘add to cart’ link for one product in each line (giving a total of 10 products).
· Immediasite Ltd will instruct the CLIENT on how to add any remaining products to the site.
· If the CLIENT wishes Immediasite Ltd to add ALL the products and categories to the site, this work will be charged at an hourly rate.    

1.  Fees.
  IMMEDIASITE Ltd will execute such website design as specified by the CLIENT. Unless specified otherwise in the ATTACHMENT, CLIENT’s website will be created pursuant to the terms of Standard Website Development. In case the CLIENT desires additional standard Web pages in excess of the agreed number of  web pages created pursuant to Standard Website Development, the CLIENT agrees to pay IMMEDIASITE Ltd an additional £50.00 for each additional web page. Graphics or photos beyond the allowed average of two per web page shall be billed at an additional £15.00 each. Where custom graphic work (beyond the scope of the "Custom Graphics" detailed above) is requested by client, it will be billed at an hourly rate.
 
2.  Maintenance.
  This CONTRACT does not include IMMEDIASITE Ltd’s maintenance contract. Web page maintenance will be the responsibility of the CLIENT. If a maintenance service agreement is entered into between IMMEDIASITE Ltd and the CLIENT, it will be contained within its own document and shall not form part of this CONTRACT. However, this CONTRACT does include minor modifications and corrections requested by CLIENT to CLIENT’s website within a two-week period from completion of CLIENT’s website up to IMMEDIASITE Ltd spending an average of one hour per page, including updating links and making minor changes to a sentence or paragraph on the CLIENT’s website. For the avoidance of doubt, it does not include removing nearly all the text from a page on the CLIENT’s website and replacing it with new text. If the CLIENT or an agent other than IMMEDIASITE Ltd attempts to update the CLIENT’s pages during this time, time to repair the web pages will be assessed at an hourly rate, and is not included as part of the modification time.
 
3.  Payment.
  All services agreed to in this CONTRACT, shall be sold for the price specified at the end of this document. Payment shall be by cash, check, or money order, in UK sterling, and made payable to “IMMEDIASITE Ltd”.
 
4.  Payment Terms.
  Unless otherwise stated in the “Payment Schedule” document attached to this CONTRACT, the following standard terms apply. A minimum deposit of fifty percent (50%) of the set-up fee is required to commence work. The site will then be put online on a draft directory of the IMMEDIASITE Ltd website for the CLIENT’s viewing. During this proofing stage, typographical errors, design changes, and other corrections will be made according to the instructions of the CLIENT.  The web hosting timeframe begins when the CLIENT’s website is put on-line. Payment for the CLIENT’s website must be made in full before the CLIENT’s website will be moved to the main directory of Immediasite Ltd.
 
5.  Completion Date.
  IMMEDIASITE Ltd and the CLIENT must work together to complete the CLIENT’s website in a timely manner. It is acknowledged that completion in a timely manner depends on receiving the appropriate images and text from the CLIENT.
 
6.  Assignment of Project.
  IMMEDIASITE Ltd reserves the right to assign subcontractors to this project to ensure the appropriate specification targets for the CLIENT’s website are met as well as on-time completion.
 
7.  Additional Expenses.
  CLIENT agrees to reimburse IMMEDIASITE Ltd for any additional expenses necessary for the completion of the CLIENT’s website. Examples would be purchase of special fonts, stock photography etc.

8.  Additional Services.
  Any revisions, additions or redesign CLIENT wishes IMMEDIASITE Ltd to perform not specified in this CONTRACT shall be considered "additional" and will require a separate agreement as to terms and as to payment.
 
9.  Copyrights and Trademarks.
  The CLIENT represents to IMMEDIASITE Ltd and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to IMMEDIASITE Ltd for inclusion in web pages are owned by the CLIENT, or that the CLIENT has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend IMMEDIASITE Ltd and its subcontractors from any claim or suit arising from the use of such elements furnished by the CLIENT.
 
10. Age.
  CLIENT certifies that he or she is at least 18 years of age.
 
11. Limited Liability.
  CLIENT hereby agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the CLIENT’s website. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel.
  CLIENT hereby agrees to indemnify and hold harmless IMMEDIASITE Ltd from any claim resulting from CLIENT’s publication of material or use of those materials. CLIENT hereby agrees to indemnify and hold harmless IMMEDIASITE Ltd in any claim resulting from the submission of illegal materials.
  If IMMEDIASITE Ltd shall acquire an Internet Domain Name on behalf of the CLIENT, then in such case CLIENT hereby waives any and all claims which it may have against IMMEDIASITE Ltd, for any loss, damage, claim or expense arising out of or in relation to the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of the providing of this service by IMMEDIASITE Ltd for any reason.
  Under no circumstances, including negligence, shall IMMEDIASITE Ltd, its offices, agents or anyone else involved in creating, producing or distributing it’s services, be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use IMMEDIASITE Ltd’s services; or that results from mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to IMMEDIASITE Ltd’s records, programmes or services. CLIENT maintains sole responsibility for data backups and restoration. CLIENT hereby acknowledges that this paragraph shall apply to all content on IMMEDIASITE Ltd’s services.
  Notwithstanding the above, CLIENT’s exclusive remedies for all damages, losses and causes of actions whether in CONTRACT, tort including negligence or otherwise, shall not exceed the aggregate GBP amount which CLIENT paid during the term of this CONTRACT and any reasonable attorney’s fee and court costs and for the avoidance of doubt shall exclude all direct and indirect consequential economic loss.
 
12. Indemnification.
  CLIENT agrees that it shall defend, indemnify, save and hold IMMEDIASITE Ltd harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, ("Liabilities") asserted against IMMEDIASITE Ltd, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sole by CLIENT, its agents, employee or assigns. CLIENT agrees to defend, indemnify and hold harmless IMMEDIASITE Ltd against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with IMMEDIASITE Ltd’s service, any material supplied by CLIENT infringing on the proprietary rights of a third party, copyright infringement, and any defective product which CLIENT has sold in the Web Design.
 
13. Laws Affecting Electronic Commerce.
  The CLIENT agrees that the CLIENT is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend IMMEDIASITE Ltd and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the CLIENT’s use of internet electronic commerce.
 
14. Copyright to Web Pages.
  Copyright to the finished assembled work of Web pages (CLIENT’s  website) produced by IMMEDIASITE Ltd is owned by IMMEDIASITE Ltd. Upon final payment of this CONTRACT, the CLIENT is assigned rights to use as a website the design, graphics, and text contained in the finished assembled CLIENT’s website. 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. IMMEDIASITE Ltd and its subcontractors retain the right to display graphics and other web design elements of CLIENT’s website as examples of their work in their respective portfolios.
 
15. Authorship Credit.
  CLIENT may select that IMMEDIASITE Ltd includes a byline and link on the bottom of CLIENT’s website establishing authorship credit. This byline is upon agreement by both CLIENT and IMMEDIASITE Ltd and must be removed at any time upon written request by IMMEDIASITE Ltd.
 
16. Non-Disclosure.
  IMMEDIASITE Ltd, its employees and subcontractors agree that, except as directed by CLIENT, it will not at any time during or after the term of this CONTRACT disclose any information which is deemed confidential to any person whatsoever unless it is required to do so by applicable law.
 
17. Cancellation.
  In the event that work is postponed or cancelled at the request of the CLIENT by registered letter, IMMEDIASITE Ltd shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this CONTRACT. If additional payment is due, this shall be payable within thirty days of the CLIENT’s notification to stop work. In the event of cancellation, the CLIENT shall also pay any expenses incurred by IMMEDIASITE Ltd and IMMEDIASITE Ltd shall own all rights to the Work. The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.
 
18. Refund Policy.
  If the CLIENT applies by a registered letter for a refund within 15 days of signing this CONTRACT, work already completed shall be billed at an hourly rate and deducted from the initial payment. If the work that has been completed is beyond the amount covered in the initial payment, the CLIENT shall be liable to pay for all work completed at an hourly rate.
 
19. Arbitration.
  The courts of England have jurisdiction to settle any dispute (a Dispute) arising out of or in connection with this CONTRACT (including a dispute regarding the existence, validity or termination of this CONTRACT or the consequences of its nullity).  The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and accordingly, that they will not argue to the contrary.

20. Payment of Fees.
  All payments by the CLIENT to IMMEDIASITE Ltd under this CONTRACT must be made promptly.  Delinquent bills will be assessed an additional charge if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added for each month of delinquency. IMMEDIASITE Ltd reserves the right to remove web pages of CLIENT’s website from viewing on the Internet until final payment is made. In case collection proves necessary, the CLIENT agrees to pay all fees incurred by that process. This CONTRACT becomes effective only when signed by IMMEDIASITE Ltd. Regardless of the place of signing of this CONTRACT, the CLIENT agrees that for purposes of venue, this CONTRACT was entered into in England and any dispute will be litigated in England.
 
21. Entire Understanding.
This CONTRACT constitutes the sole agreement between IMMEDIASITE Ltd and the CLIENT regarding its Web Design Service. The CONTRACT becomes effective only when signed by both parties. The parties agree that if any part, term, or provision of this CONTRACT shall be found illegal or in conflict with any law, the validity of the remaining provisions shall not be affected thereby.