1. Interpretation

1.1 In this agreement the following meanings shall apply:

"We" and "us" means Fullpoint Ltd;

"You" means the customer / supplier. We make the Contract with and includes any person who we reasonably believe is acting with the customer's authority or knowledge;

The singular includes the plural and vice versa

"Accounts" means your Main Account and/or your Sub Accounts;

"Content" means artwork, websites, photos, copy, graphics, video, music, sound, information, software, and other material appearing on or available through the Service including the Users' Material;

"Contract" means the agreement between us and you for the provision of the Services incorporating the Terms;

"Main Account" means the facility extended under this Contract allowing you an individual right of access to the Service;

"Service" means any service/material provided by us, including the design, marketing, public relations, on-line information, entertainment, transaction service and communication;

"Terms" means these terms and conditions; and

"Users' Material" means any material appearing on the Service which has originated from you.

Agreements

1.1 These Terms or the agreed quotation or specification set out the entire agreement between you and us for the provision of the Service. To the extent there is any conflict or inconsistency between them these Terms shall prevail.

1.2 Cancellation: We may cancel a project at any time without reason and invoice you for all the time spent at the project rate. You may, by giving prior written notice cancel the project, in such event Fullpoint Ltd reserves the right to charge a cancellation fee based on a rate of 40% of the project.

1.3 Project rate: Unless otherwise stated the project rate will be £75 per hour.

1.4 Delivery: We will have completed the delivery of all necessary files / images or other materials in accordance with our professional judgment irrespective of specifications.

Unless otherwise stated, we reserve the right to charge for Author’s corrections, all additional work will be charged at the project rate.

Unless otherwise stated: Web sites to be compatible with current Internet Explorer 4th generation browsers on a Windows PC running Windows 98 viewed at a resolution of 800 by 600 pixels only, all additional work will be charged at the project rate.

1.5 Interim payment. After 6 weeks into the project from the date of approval of this proposal, we reserve the right to deliver an interim bill for work to date on a time rate basis of £75+VAT per hour; and also thereafter at 4 week interval.

1.6 Retention of title: the Content and Services provided by us remain the property of Fullpoint Ltd until full payment has been received.

Payment Terms

1.6 Invoicing and terms of payment: We reserve the right to increase our charging rates annually.

All sums invoiced become payable within 30 days of the invoice date unless otherwise specified.

We reserve the right to suspend service immediately upon payment being withheld.

Failure to pay on the due date: If you fail to pay by the due date a 4% monthly interest charge may be added up to and including the date of settlement in full.

1.7 Additional Charges and Expenses

Additional charges will be made for all services performed by us, at the specific request of you, outside of the terms of the contract. These services, when performed on-site, will attract additional charges.

1.8 Working day / week: We will determine the working day of our staff.

1.9 Expenses ; We shall be entitled to claim all expenses we determine reasonable.

1.10 Time sheets: We shall determine the necessary time sheets required.

1.11 Access: We shall be given access to all your data, materials, facilities and systems we determine necessary for the completion of our tasks.

1.12 Health and safety: You will be responsible for ensuring Fullpoint staff are aware of relevant health and safety law in your premises.

1.13 Backup: You will be solely responsible for ensuring backup of your data.

1.14 Confidentiality: You should not disclose any contractual or operational techniques of Fullpoint Ltd to any third party; and should treat the information with, at least, the same degree of care as it would preserve your own confidential information; and should only disclose the information to those of your employees who have a need to know and shall ensure that such employees are under a similar obligation of confidentiality. You shall not use Fullpoint Ltd’s name or details or that of any of its personnel or associates in any publicity or disclose them to third parties without our express written consent. Fullpoint Ltd reserve the right to charge £1000 or more for each breach.

1.15 Intellectual Property Rights. All code, techniques, processes and procedures developed by us shall remain the property of Fullpoint and no transfer of ownership is granted or implied. On termination of the contract, we reserve the right for all code, techniques, processes and procedures to be returned to us.You will treat all code, techniques, processes and procedures furnished by us as commercially confidential material.

1.16 Non-Solicitation. You shall not seek to recruit or retain the services of clients/suppliers/ employees or contractors of Fullpoint Ltd without the express written permission of us, unless and until the clients/suppliers/ employee or contractor has ceased to be employed by that party for a minimum of twelve (12) months. Breach of this clause will render you liable to pay the sum of £100,000 or 50% of one year’s gross invoices from Fullpoint Ltd’s clients or the employers salary to be determined by Fullpoint Ltd.

1.17 Liability and Insurance: We shall not be liable for any indirect or consequential loss, or loss of goodwill arising from any negligent act or omission, breach of trust (unless exclusion of liability for such is prohibited by law or statute), or breach of contract. Liability in any event shall be limited to £20,000. You will be liable and responsible for insuring both us and you at all times.

1.18 We may subcontract all or part of any work to be undertaken and you shall accept this.

1.19 Severability. In the event that any or any part of these Terms and Conditions shall be determined invalid, unlawful or unenforceable to any extent such term, condition or provision shall be severed from the remaining Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.

1.20 Proofs

(a) When Proofs of work are submitted for the customer's approval, once approved we shall not be liable for any errors not corrected by the customer. Customers' alterations and additional proofs necessitated thereby shall be charged extra. Work incurred, when the customer makes changes after style or layout have been left to the discretion of us, will also be charged.

(b) When the customer passes responsibility for proofing to us, we shall not be liable for any errors or omissions.

(c) You will indemnify us from any costs / liability incurred by us while acting for you in handling / ordering selecting materials for you whether or not the errors are due to our or our subcontractors work.

1.21 Preliminary Work. All work carried out at the customer's request whether experimental or not may be charged.

1.22 Tax. When the work is liable for VAT we reserve the right to charge VAT whether VAT was included in the estimate or not.

1.23 Risk. All property supplied to us by or on behalf of you shall be at your risk whilst in the possession of Fullpoint Ltd or in transit and the customer shall be responsible for maintaining any necessary insurances.

1.24 Storage. Fullpoint Ltd shall be entitled to charge for storage of customers' property before receipt of the order or after notification of completion of the work.

1.25 A charge may be made when delivery is requested.

1.26 Customers are expected to collect work within ten working days of being informed that work is ready for collection.

1.27 When work is not collected within ten working days of notice being given that it is ready for collection, the balance due will be treated as late payment.

1.28 Claims

(a) Any complaint about the quality of work or quantities delivered must be made in writing within seven working days of delivery.

(a) Complaints of non-delivery must be made within seven working days of notice of delivery

2. Provision of Hosting service

2.1 We agree to provide you with the Service in accordance with the terms and conditions of the Contract.

2.2 We cannot guarantee that the Service will never be faulty

2.3 We may temporarily suspend the whole or any part of the Service for any reason at our sole discretion.

2.4 We may vary the technical specification of the Service from time to time.

3. Security

3.1 In order to register for the Service and set up a Main Account you must be, and you represent and warrant that you are, at least 18 years of age

3.2 You are responsible for ensuring that no unauthorised access is obtained to the Service. You will be entirely liable for all activities conducted and charges incurred, whether authorised by you or not.

4.Use of data

4.1 The information you provide to us will be stored on computer. We may use personal information about you to build up a profile of your interests and preferences. We will not seek to disclose any information about yourself to other group companies or carefully selected third parties and/or used to make you aware of products or services which you may find of interest, however, we cannot be held liable if information does become disclosed to third parties.

5. Use of the service

5.1 The Service enables access to Content which may be protected by copyright, trade mark and any other relevant proprietary (including intellectual property) rights ("Rights"). Unless otherwise allowed by specific provisions for particular parts of the Content you shall not permit anyone else to, copy, store, modify, transmit, distribute, broadcast, or publish any part of the Content other than when this is reasonably necessary for the normal delivery of the Service or for Approved Use of the Content in accordance with the terms of the Contract.

Website Rights/Copyright: Once the final Website Project invoice has been paid in full, the Client is assigned rights to use as a 'website' the design, graphics, and text contained within the finished website. However, all programming/source code utilised in or developed for the Website Project by the Company shall remain the property of the Company and may be used for other Company projects or sold to other parties at the Company's discretion. The rights to photographs, graphics, 3rd party source code, etc, shall remain the property of their respective owners.

5.2 You are solely responsible for evaluating the accuracy and completeness of any Content and the value and integrity of goods and services offered by third parties over the Service. We will not be a party to or in any way responsible for any transaction concerning third party goods and services.

5.3 We do not engage in the screening of Users' Material. We reserve the right but shall be under no obligation to, remove any Users' Material at any time at our sole discretion in particular, but not limited to, any material which is offensive or unlawful and we reserve the right to terminate this Contract in the event that such material in placed on the Service by you.

5.4 You agree to use the Service for lawful purposes only, and in a manner which does not infringe the Rights of, or restrict or inhibit use or enjoyment of the Service by any other persons.

The Service must not be used:

• Fraudulently or in connection with a criminal offence;
• To impersonate others or in a manner which conceals identity;
• To send, receive, upload, download, use or re-use any material which is offensive, abusive, indecent, defamatory, obscene or menacing, in breach of any Rights or otherwise unlawful;
• To send chain e-mails for whatever purpose (spamming);
• To post binary attachments such as sound clips, video clips or images to bodies not equipped for receiving them i.e non-binary newsgroups;
• To cause annoyance, offence, inconvenience or needless anxiety;
• To send [unsolicited] commercial advertising or promotional material;
• To disrupt or prevent the functioning of other's use of the Service; or
• Post computer viruses or engage in computer misuse

5.6 When Users' Material is submitted to the Service by you, you automatically grant (and warrant that you are authorised and entitled to grant) to us and to all other users of the Service a royalty free, irrevocable, non-exclusive, worldwide licence to do such acts as the proprietor of the Rights in the Users' Material may do.

5.7 If anyone uses your Site with or without your knowledge or approval in contravention of any of paragraphs 5.1 or 5.5. We can treat that contravention as a breach by you of the Contract for the purposes of paragraphs 5.9 or 8.

5.8 You must tell us immediately if anyone makes or threatens to make any claim or issue legal proceedings against you relating to your use of the Service or the Content and you will, at our request, immediately stop the act or acts complained of. If we ask you to, you must confirm the details of the claim(s) in writing.

5.9 We may at our complete discretion suspend the Service immediately without notice if we believe that there has been a contravention of any of paragraphs 5.1 or 5.5 we will not restore it until we receive an acceptable assurance from you that there will be no further contravention.

5.10 You warrant that you will comply with all consumer and other legislation, instructions or guidelines issued by regulatory authorities, relevant licences and any other codes of practice which relate to the provision of the Service or the Content which apply to you or of which we inform you.

6. Internet

6.1 Your use of the Internet is solely at your own risk and subject to all applicable national and international laws and regulations. We have no responsibility for any information or service obtained by you on the Internet or for any delay or inability to access any part of the Internet at any time. However, all the provisions relating to your use of the Service in paragraph 5 above shall apply to your use of the Internet through the Service.

6.2 Any Web pages, or other material that may be accessed by the Internet that we agree to host for you will be treated as Users' Material. We reserve the right to make the hosting of material subject to additional conditions. Any breach of these provisions will allow us to suspend or terminate the hosting services immediately without notice.

7. If you break this contract

7.1 In addition to anything else we can do, we can suspend the provision of the Service to you or end this Contract (or both) immediately without notice at our discretion.

7.2 If we delay in acting upon a breach of this Contract by you, then delay will not be regarded as a waiver of the breach. If we do waive a breach of this Contract by you, that waiver is limited to that particular breach.

8. Ending the contract

In addition to our right to terminate immediately without notice under paragraph 8 above we may at any time terminate this Contract immediately.

9. Liability

9.1 In performing any obligation under this Contract, our duty is only to exercise reasonable care and skill.

9.2 We do not limit or exclude our liability for death or personal injury caused by our negligence or any other liability the limitation or exclusion of which is prohibited by law.

9.3 Subject to paragraph 10.2 we exclude liability whether in contract, tort (including liability for negligence) or otherwise for the accuracy, suitability, quality or completeness of any Content and the value and integrity of goods and services offered by third parties over the Service. You acknowledge that we have no control over, and we exclude all liability for, the Users' Material or any material on the Internet which can be accessed by using the Service.

9.4 Subject to paragraph 10.2 we exclude all liability whether in contract, tort (including liability for negligence) or otherwise for the acts or omissions of other providers of telecommunication services or for faults in or failures of their apparatus.

9.5 Subject to paragraph 10.2 we accept no liability for loss whether direct or indirect of business revenue or profits, anticipated savings or wasted expenditure, corruption or destruction or data or for any indirect or consequential loss whatever.

10. Indemnity

You agree to indemnify us against any claims or legal proceedings arising from any use by you of the Service under this Contract (including but not limited to claims in respect of defamation, breach of copyright or other intellectual property right infringement) which are brought or threatened against us by another person.

11. Variation of terms and conditions

We may modify the Contract at any time, such modifications becoming effective immediately upon either posting of the modified Contract on the Service or notification to you. By continuing to use the Service following any such modification you will be deemed to accept such modification.

12. Matters beyond our reasonable control

If we cannot do what we have promised in the Contract because of something beyond our reasonable control such as technical failure, lightning, flood, or exceptionally severe weather, fire or explosion, civil disorder, war, or military operations, natural or local emergency, anything done by government or other competent authority or industrial disputes of any kind (including those involving our employees), we will not be liable for this.

13. Giving notice

Notices given under the Contract may be given by us to you on-line through the Service or in writing or by phone and by you in writing.

14. Law/Jurisdiction

This Contract is governed by English Law and you and we submit to the exclusive jurisdiction of the English courts.