Fresh Web Services Limited Standard Terms and Conditions
Please read these terms and conditions carefully, and keep for future reference.
Fresh Web Services Limited (hereinafter referred to as "Fresh Web") provides Web Site Design, Hosting, bespoke software and other similar services, (hereinafter referred to as the "Services").
Fresh Web reserves the right to suspend or cancel a customer’s access to any or all Services provided by Fresh Web or their hosting partners when Fresh Web decides that the account has been inappropriately used or that these Terms and Conditions have been broken in whole or part.
These Terms and Conditions supersede all previous representations, understandings or agreements, unless specifically agreed otherwise by both Parties, in writing.
Placement of an order, or advance payment, or an instruction to proceed by the Customer constitutes agreement to and acceptance of these Terms and Conditions.
Any quote is valid only for 30 days.
The Customer agrees that it shall defend, indemnify, save and hold Fresh Web harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against Fresh Web, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Customer, its agents, employees or assigns. The Customer agrees to defend, indemnify and hold harmless Fresh Web against liabilities arising out of
- any injury to person or property caused by any products sold or otherwise distributed in connection with Fresh Web limited;
- any material supplied by a customer infringing or allegedly infringing on the proprietary rights of a third party;
- copyright infringement and
- any defective products sold to customer from Fresh Web’s or its partners’ servers.
1.3 Governing Law
This agreement shall be governed by English Law.
2.0 Web Site Design Services
All web design commissions provided by Fresh Web to the Customer are subject to the following terms and conditions.
2.1 Scope of Work and Price Agreement
Charges for Services to be provided by Fresh Web will be defined in the customer’s Project Proposal. Under normal trading circumstances, the Project Proposal will be issued by Fresh Web following receipt of a request for quotation from the Customer, which shall identify the scope of work intended.
Fresh Web will then provide its quotation which will include the Project Proposal for acceptance or comment by the Customer. Once the Project Proposal has been accepted, in writing, by the Customer, this will then be deemed to be the sole document which will specify the scope of work. In addition, prices will be fixed at that time identifying the specific Project Proposal and its revision in order to avoid misunderstanding.
2.2 Payment Clause
All Services require an advance payment of 30% (thirty percent or greater at our discretion) of the project quotation total before the work is supplied to the Customer for review. The remaining 70% (seventy percent or remainder thereof) will be due upon completion of the work.
Payment will be made by cheque: payable to "Fresh Web Services Limited", and addressed to Fresh Web Services Ltd., 14 Greenway, Kibworth Beauchamp, Leicestershire, LE8 0LU.
2.3 Customer Review
Fresh Web will provide the Customer with an opportunity to review the appearance and content of the Web site during the design prototype stage.
2.4 Customer Acceptance
Fresh Web will deliver the Customer’s Web site by the date specified in the Project proposal, unless a delay is specifically requested by one Party and accepted by the other, in writing.
At the "sign-off" stage the customer will be presented with the completed design. Such materials will be deemed as acceptable and approved unless the Customer notifies Fresh Web to the contrary within 10 working days of the date the materials were made available.
Invoices will be provided by Fresh Web upon completion of any work undertaken. Invoices are normally sent via email; however, the Customer may elect to receive hard copy invoices. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be subject to a service charge for an amount equivalent to Bank Rate + 2% of the outstanding balance.
Late Payment. Payment by the customer is due and payable within 14 days of receipt of our bill. If payment is not received within 30-day period, Customer will be assessed a late charge equal to 2 percent of the unpaid invoice amount per month.
Accounts unpaid 30 (thirty) days after the date of invoice will be considered in default. If the Customer in default maintains any information or files on Fresh Web's Web space, Fresh Web will, at its discretion, remove all such material from its web space. Fresh Web is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Customer of the obligation to pay any outstanding charges assessed to the Customer's account. Cheques returned for insufficient funds will be assessed a return charge of £25 and the Customer's account will immediately be considered to be in default until full payment is received. Customers with accounts in default agree to pay Fresh Web reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Fresh Web in enforcing these Terms and Conditions.
Termination of services by the Customer must be requested in writing and signed. Termination will be effective on receipt of such notice. The Customer will be invoiced for design work completed to the date of first notice of cancellation for payment in full within 30 (thirty) days.
Any web site content, i.e. text and images provided by, or entered into the system by the customer and/or their clients, remains the property of the customer. Fresh Web will assign the intellectual property rights for the web site design to the client upon receipt of final payment. Any associated system coding developed by Fresh Web remain the intellectual property of Fresh Web, unless otherwise agreed and stated in writing by both parties.
If a customer wishes to terminate their account with Fresh Web and transfer their web site information elsewhere, Fresh Web will advise and assist with any data extraction and transfer work subject to Fresh Web’s standard hourly rates.
The Customer retains the copyright intellectual property rights to data, files and graphic logos provided by the Customer, and grants Fresh Web Services the rights to publish and use such material. The Customer must obtain permission and rights to use any information or files that are copyrighted by a third party. Images and other content supplied by Fresh Web remains the copyright and intellectual property of Fresh Web or the originating artist.
The Customer is further responsible for granting Fresh Web permission and rights for use of the same and agrees to indemnify and hold harmless Fresh Web from any and all claims resulting from the Customer’s negligence or inability to obtain proper copyright permissions. An order placement and/or instruction for Web site design shall be regarded as formal and binding confirmation by the Customer to Fresh Web that all such permissions and authorities have been obtained.
2.8 Changes to Site
You have one month from launching of the website within which to request minor amendments/enhancements to the website free of charge. This includes tweaking copy to help improve search engine performance.
You have one month from launching of the website to correct errors such as typos without charge. Thereafter all changes done by Fresh Web are currently charged at our hourly rate per hour or part thereof.
As part of our annual hosting and support services Fresh Web offer to make changes subject to a separate quotation.
2.9 Standard Media Delivery
Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Customer in electronic format (ASCII text files delivered on disk or via e-mail) and that all photographs and other graphics will be provided physically and will be of sufficient or appropriate quality print suitable for scanning or, alternatively, electronically in .gif, .jpeg, .png or .tiff format.
Although every reasonable attempt shall be made by Fresh Web to return to the Customer any images or printed material provided for use in creation of the Customer’s Web site, such return cannot be guaranteed and it is the responsibility of the Customer to retain the original or a back-up copy or to employ suitable Disaster Recovery procedures.
2.10 Access Requirements
If the Customer’s Web site is to be installed on a third-party server, Fresh Web must be granted temporary read/write access to the Customer’s storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
Where possible and relevant, based upon the information provided by the Customer, such other resources will be identified in the Project Proposal. However, in those circumstances whereby such resources cannot be reasonably identified at the Project Proposal stage, then Fresh Web reserves the right to issue an amendment to the Project Proposal as soon as it becomes clear that additional resources might be required, which might include a re-evaluation of the costs quoted.
2.11 Post-Placement Alterations
Fresh Web cannot accept responsibility for any alterations caused by any other party to the Customer’s web site once installed. Such alterations include, but are not limited to additions, modifications or deletions.
3.0 Web Hosting (and Email) Services
All web site support and hosting services provided by Fresh Web to the Customer are subject to the following terms and conditions and supplement our standard terms and conditions above.
3.1 Server Usage
Web site hosting service accounts are defined as those facilities provided to support and host the Customer’s web site. If applicable, your ftp account is for your use only. You must take all reasonable measures to ensure that third parties do not access your account through revealing your password to them. Accounts are to be used by the customer/account holder only. Account holders are not permitted to resell, store or give away web-hosting services of their web site to other parties. Exceptions to this include links, ad banners, classified ads, and personal ads.
You may not run server processes from your account without our prior agreement.
Fresh Web reserves the right to refuse hosting services to anyone should it decide that the account has been used inappropriately or otherwise. Fresh Web will not allow any of the following content to be stored on its servers or its hosting partner’s servers:
- Illegal Material - This includes copyrighted works, commercial audio, video, or music files, and any material in violation of any International, National, or Local Government regulation.
- Adult Material - Includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of "adult material" is left entirely to the discretion of Fresh Web.
- Warez - Includes pirated software, ROMS, emulators, hacking, password cracking, IP spoofing, etc., and encrypting of any of the above. Also includes any sites which provide "links to" or "how to" information about such material. No file sharing or peer to peer software such as IRC bots or illegal MP3 sites are permitted.
- Use of the server for spamming, or bulk or unsolicited emailing is not permitted.
You will be responsible for ensuring that the content of your website does not violate UK law.
You will be responsible for ensuring that any customer or private data is stored in a manner compliant with the relevant Data Protection Acts.
You will be responsible for ensuring that any third party software is secure. We reserve the right to remove immediately any such software if a security vulnerability is discovered.
We reserve the right to remove a Client’s account if it is found to violate UK law or the terms of these conditions.
The Client will be held responsible for all the content in their website and for any claims or damages resulting from its content.
3.2 Spam Guidelines
Unsolicited email (Spam) is considered an unacceptable use of a domain. Whether the unsolicited email originates directly from the client’s web-space area or otherwise, abuse reports received concerning a domain may result in suspension or closure of the service without refund.
3.3 Payment Policies
All accounts are set up on a prepay basis. Although Fresh Web reserves the right to change prices of accounts or services at any time, pricing is guaranteed for the period of prepayment. Payment is due every 12 months following the date the account was established.
Fresh Web reserves the right to suspend this and other services until any outstanding debt is cleared. Fresh Web will not be responsible for any data lost due to non-payment closure of an account. The Customer is responsible for all money owed on the account from the time it was established to the time that the Customer sends a written cancellation request. We reserve the right to remove your website if payment is more than two calendar months outstanding and to charge an administration fee of £100 to reconnect service.
3.4 Cancellation and Refunds
Fees charged on a prepay basis are non-refundable.
Fresh Web will not be responsible for any damages your business may suffer. Fresh Web makes no warranties of any kind expressed or implied for services we provide. Fresh Web disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by Fresh Web and its employees. Fresh Web reserves the right to revise its policies at any time.
3.6 Technical Support
Unless otherwise stated, the web-site hosting, email and ecommerce services shall be provided by a third party in partnership with Fresh Web. Fresh Web has no influence in relation to the hardware, software and technical support offered by the third party and is not responsible for any technical deficiencies or breaks in service when they occur. Should technical support be required by a client, an email should be sent to Fresh Web and the matter raised will be discussed with the relevant third party partner.
Where Fresh Web consider that the services offered by our hosting service do not meet the requirements of the client or that an increased level of technical support is necessary, Fresh Web will endeavour to find a suitable alternative service to host the client's web site and provide email services.
3.7 Unlimited Use Policy
High bandwidth usage: In rare cases, Fresh Web may find a Customer to be using server resources to such an extent that he or she may jeopardise server performance and resources for other Customers. In such instances, Fresh Web reserves the right to impose the High Resource User Policy clause as stated below in order for Fresh Web to provide equitable consideration of all its customers.
3.8 High Resource Policy
Resources are defined as bandwidth and/or processor utilisation. Fresh Web may implement the following policy to its sole discretion: If a web site is found to be monopolising all the resources available to the detriment of other clients of Fresh Web, then Fresh Web reserves the right to immediately suspend that site. This policy will only be implemented in extreme circumstances. Customers may be offered an option whereby Fresh Web continues hosting the website for an additional fee.
3.9 Data Backup
Fresh Web will only backup all files necessary to recreate the original web site.
4.0 - DOMAIN SERVICES
Fresh Web will provide the Domain Services to the Client upon the terms and conditions set out in this Part 4 and Part 1 of these Conditions.
and the manner in which it is to be directly or indirectly used will not infringe any third party rights; and
is not being made in bad faith or could be considered to be an abusive registration under the ICANN or Nominet dispute resolution policies, whichever is appropriate. The Client also confirms and warrants that any Requested Domain is not being registered and will at no time whatsoever be used for any unlawful purpose.
The Client acknowledges that, whilst Fresh Web will use its reasonable endeavours to register a Requested Domain, Fresh Web will not be obliged to accept any request to register or continue to process any registration of a Requested Domain.
The Domain Services are limited to forwarding the application for registration to the relevant naming authority, providing reasonable administration services in relation to the application and notifying the result of the application to the Client within a reasonable period after communication from the authority. Fresh Web will use reasonable endeavours to notify the Client of any renewal dates however Fresh Web accepts no liability for the loss of registration of any Requested Domain.
Fresh Web makes no representations or warranties (expressed or implied) of any kind (and they are expressly disclaimed) with respect to availability or likelihood of registration of any Requested Domain. The Client acknowledges that Fresh Web cannot guarantee the reservation or registration of any Requested Domain and that the registration of such domain name will be subject to any registration requirements of the appropriate registry.
The Client will check that the domain name as reported on all documents sent to the Client (such as invoices and e-mail notifications) is spelt correctly. The Client will notify Fresh Web of any incorrect spellings of a Requested Domain promptly and in any event within 24 hours of receiving such document.
The Client will at all times comply with the terms and conditions (from time to time subsisting) applying to the registration of domain names published by the relevant naming authority (including the domain dispute resolution policy of that authority) and any other authority having similar force.
If the Client wishes to transfer ownership of a Requested Domain then it will procure that all necessary consents to that transfer are obtained and will deliver up to Fresh Web, on demand, documentary evidence of that all such consents have been obtained. The Client agrees that prior to transferring ownership of a Requested Domain to another person (the "Transferee") the Client will procure that the Transferee agrees in writing to be bound by the terms of the Agreement. A Requested Domain will not be transferred until Fresh Web receives such written assurances as it requires that the Transferee is bound by the terms of the Agreement.
Fresh Web will not transfer ownership of a Requested Domain until all Fees attributable to the Domain Services which are due have been paid by the Client to Fresh Web.
Fresh Web may from time to time change the registrar that a Requested Domain is held with, at its discretion and without notice to the Client.
The Client agrees and acknowledges that Fresh Web will make registration information provided by the Client in relation to the Requested Domain available to ICANN, Nominet or any other appropriate registration authority, the registry administrators, and other third parties as applicable laws may require or permit including the police or other enforcement authority. The Client further acknowledges that Fresh Web may make publicly available, or directly available to third party vendors, some, or all, of the domain name registration information provided, for purposes of inspection (such as through the WHOIS service) or other purposes as required or permitted by ICANN, Nominet and applicable law. The Client consents to any and all such disclosures, whether during or after the term of registration of the Requested Domain. The Client irrevocably waives any and all claims and causes of action arising from such disclosure or use of the domain name registration information by Fresh Web.
Fresh Web will only allow a domain name owned or managed by the Client to be attached to the ISP tag of Fresh Web or any of its Associated Companies if the Client has an active hosting account with Fresh Web.