Terms & Conditions, 'terms' Definitions:
Last Updated on Thursday, 8th March 2012 at 11:00
Cruz2 Web Solutions: trading as Cruz 2 (www.cruz2.co.uk). Hereafter 'we', 'our', 'ours', 'us'.
The Client: The company or individual requesting our services. Hereafter 'you', 'yours'.
System: Website, Script, Program or Custom Application developed by us, a community or a third party.
In these conditions: "the Contract" means the particulars appearing on the face hereof or any other quotation or invitation to tender submitted by us and together with the terms and conditions herein "the Client" means any person, firm or company who enters into a Contract with Cruz 2 Web Solutions. "the Goods, Software, Products or Services" means any goods or services specified verbally or on the face of any order
(01) We will carry out work only where an agreement is provided either by e-mail, telephone or mail. An \'order\' is deemed to be a written or verbal contract between us and the client, this includes telephone and e-mail agreements.
(02) The Contract is made on the sole basis (which the Client represents and confirms to be correct) that:
(i) These terms and conditions supersede all other terms and conditions and shall apply to the Contract to the exclusion of any other terms and conditions (if any) of the Clients (or otherwise) and shall override any terms or conditions stipulated by the Client whether in the Contract or in any negotiations insofar as they are in any way inconsistent or in conflict herewith.
(ii) No representation has been made by or on behalf of Cruz 2 Web Solutions as to the subject matter of the Contract (including the description, quality or fitness for any particular purpose of any goods or services to be supplied hereunder) and that the Client in entering into the Contract is not relying upon any such representation and that:
(iii) The subject matter of the contract is bought and/or paid for by the client in the ordinary course of its business.
(iv) Cruz 2 Web Solution's agents or representatives are not authorised to make, and Cruz 2 Web Solutions shall not be bound by any representation made by its agents or employees unless specifically authorised by Cruz 2 Web Solutions nor are any such persons empowered to contract or accept orders on behalf of Cruz 2 Web Solutions or, to vary the terms of quotations, tender documents, offers or contracts.
(03) The variations of these terms and conditions or any Contract to which they apply shall not be binding unless made in writing and signed by the owner of Cruz 2 Web Solutions.
(04) Any quotations submitted by us are without engagement on the part of Cruz 2 Web Solutions and the Client until Cruz 2 Web Solutions shall have accepted the Client's order.
(05) Cruz 2 Web Solutions shall act throughout as principal and not as agent.
(06) Quotations are submitted by Cruz 2 Web Solutions on the basis that the whole work quoted for will be ordered and are based on costs ruling the time of quotation and are subject to amendment on or at any time after acceptance to meet any rise or fall in costs. The Contract may not be cancelled by the Client following acceptance by us. Cruz 2 Web Solutions reserves the right to correct quotations and invoices wherein errors have been made.
(01) (a) The terms of payment are as specified or prescribed on the face of the Contract or invoice in the absence of specific provision therein, invoices will be rendered at completion of the Contract or part thereof or in the case of media advertising at the end of the month in which booking of space or time is made. Invoices are due for payment strictly within 14 days of the date of invoice unless otherwise specified.
(b) The Client shall not make any set off against Cruz 2 Web Solutions or its associated or connected companies or against any person connected with Cruz 2 Web Solutions in any matter.
(c) In case of a Client's non-residence in the UK, all payment shall be made in (GBP) Pounds Sterling or at the sole nomination of Cruz 2 Web Solutions in a foreign currency and all invoices and accounts shall be rendered by Cruz 2 Web Solutions in pounds Sterling or such foreign currency at the exchange rate prevailing at the date of due payment. It shall be a condition of Contract with such clients that all necessary governmental and other consents are obtained within the time of performance and in any event prior to due payment hereunder.
Non-payment, or late-payment of accounts
(01) (a) Time of payment is of the essence of the Contract.
(b) We provide Systems and Web Hosting facilities to other small businesses in an ethical way, and we expect our clients to treat us in the same way. As a small web design company, we don't have a team of administrators to chase unpaid invoices and can't withstand delays to payments. Our low charges to you are only possible if we can maintain a balanced cash-flow.
(c) All invoices and accounts issued by us are due for immediate payment, unless otherwise agreed in writing.
(i) We reserve the right to suspend hosting, systems or services if any invoice due is in arrears by more than 14 days.
(ii) To take legal proceedings through the courts to recover any unpaid debts, and to recover out-of-pocket expenses incurred through these proceedings.
(iii) To make an additional daily charge, for any accounts not settled on time, equivalent to 10% above Bank of England Base Rate.
(d) In the event that hosting or any systems or service is suspended due to non-payment of invoices we reserve the right to:
(i) decline to provide further services.
(ii) charge a reactivation fee equivalent to one years hosting charges – payable before the website is reactivated.
(02) Payments are deemed to have been received only when the full amount of the invoiced value has been credited to the account of Cruz 2 Web Solutions without recourse or Cruz 2 Web Solutions has received the full amount in pounds Sterling cash and issued a receipt therefore.
Systems & Web Design
(01) Any dates given by Cruz 2 Web Solutions for the performance or completion of work are given in good faith but subject thereto shall not form a term of contract and Cruz 2 Web Solutions shall not be liable for loss or injury damage or expense arising directly or indirectly from any delay caused by negligence or otherwise. The time for Cruz 2 Web Solutions to perform any obligation hereunder is not and cannot be the essence of the Contract.
(02) Whilst every reasonable effort is made by Cruz 2 Web Solutions to carry out the Contract, should Cruz 2 Web Solutions be prevented or delayed in carrying out its obligations hereunder by Act of God, rebellion, sabotage, fire, flood, delay in transit, riot, strike, lock out, failure of equipment or by a supplier or subcontractor, weather conditions, postal delay or any other unexpected or exceptional causes of circumstances beyond Cruz 2 Web Solutions \'s control, any time for performance of Cruz 2 Web Solutions obligation shall be extended until a reasonable time after such an event preventing or interfering with the due execution of the Contract of any part thereof has ceased and in those circumstances Cruz 2 Web Solutions shall not be liable for any loss or damage suffered directly or indirectly by the Client as a result thereof. If such said events exceed in duration a period of three months, Cruz 2 Web Solutions may at its option terminate the Contract and the client shall as a term thereof reimburse Cruz 2 Web Solutions on a quantum merit or on the basis of a reimbursement of all costs incurred by Cruz 2 Web Solutions prior to termination (at the sole option) of Cruz 2 Web Solutions.
(03) Cruz 2 Web Solutions shall be entitled to subcontract to third parties any work to be done pursuant to an order accepted by Cruz 2 Web Solutions.
(04) (a) Preliminary work carried out by Cruz 2 Web Solutions at the Client\'s request whether experimentally or otherwise will be charged for unless specifically stated otherwise. All work undertaken by Cruz 2 Web Solutions is subject to a continual proofing and approval process. All proofs, whether in colour or monochrome are not claimed as true representations of the final item in respect of finish (colour and materials) and all corrections made to artwork during this proof stage are subject to Client approval. Once final sign off has been received either in writing, via post, fax or e-mail the Client is bound to the terms that any further alterations are subject to additional cost. All work is to be signed off by a responsible representative of the Client\'s organisation before being processed into its final completed stage.
(b) If no sign off is granted to Cruz 2 Web Solutions first payment of rendered invoice for works will constitute your acceptance to the terms.
(c) Cruz 2 Web Solutions cannot accept any responsibility and any subsequent consequence should the Client not adhere to our proofing terms stated here.
(05) Title to any goods supplied hereunder shall remain vested in Cruz 2 Web Solutions until payment is made in full by the Client.
(06) For the avoidance of Doubt, Cruz 2 Web Solutions retains copyright of any material contained in any presentation made in competition with another company in the event of our presentation being unsuccessful. The copyright for all purposes in all artwork, copy, storyboards, presentations and all other work created by Cruz 2 Web Solutions for the Client for whatever purpose is vested in us.
(07) RESERVATION OF RIGHTS AND OWNERSHIP. Cruz 2 Web Solutions reserves all rights not expressly granted to you. The System is protected by copyright and other intellectual property laws and treaties. Cruz 2 Web Solutions or its suppliers own the title, copyright, and other intellectual property rights in the system, website / software supplied to you. The system is licensed, not sold. Copyright to the finished assembled work of web pages produced by Cruz 2 Web Solutions is owned by Cruz 2 Web Solutions. Upon final payment of this contract, the client is assigned limited rights to use as a website the design, graphics, and text contained in the finished assembled website for marketing purpose only. 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. Cruz 2 Web Solutions and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
(08) LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, copy, decompile, disassemble or create derivative works of the system, or any code that we supply to you, except and only to the extent that such activity is expressly permitted by Cruz 2 Web Solutions.
(09) Any attempt to claim the Work of Cruz 2 as their own by a current or former customer is in breach of Cruz 2 intellectual property rights and may result in legal action.
Website Search Engine Optimisation
(01) Due to external factors, such as changes to the way search engines rank websites, we cannot offer any guarantees regarding the position we will achieve for websites.
(02) The process of optimising websites itself will bring in more traffic and hits and you\'ll see visits increase to your site naturally.
(03) We cannot accept liability for any change in rankings, or drop off in the position of your website, this is due to changes in the algorithms of the search engines or the factors that they use to rank websites.
(04) We use best practice, ethical techniques (known as white hat) when optimising websites. We aim to achieve a top ten ranking for your website within six months of undertaking the optimization process, but usually we see results change within 1 week of starting, this cannot be guaranteed.
(05) Payment for SEO is required in advance and we are unable to offer any refunds.
(01) Our reason for providing hosting is to streamline the relationship between a client and their system, as the system is developed and tested on our own servers we can make no warranty or guarantee that the system will work on other hosting solutions, this is due to different hosting environments and setup.
(02) We make no warranty that the Goods Services will meet your requirements or that the Services will be uninterrupted, timely or error free. We will not be responsible if we are unable to provide access to or use of our Website or the Services for whatever reason.
(03) We shall not be liable to you for any loss or corruption of data or any loss of profit, loss of production, financial loss, depletion of goodwill or any indirect loss, damage, costs or expenses whatsoever which arise out of or in connection with hosting services provided by us.
(04) We take backups at regular intervals. These backups are in no way guaranteed. The customer acknowledges that the company is not liable for any loss of data for whatever reason.
Time Based Service
(01) In respect to fees that relate to time based services a minimum charge of one hour will be levied for all work at a rate of £75.00 per hour unless specifically detailed otherwise.
NOTE: Your signature on a printed copy of this agreement is not required in order for the agreement to be legally binding on you. Your use of our services shall constitute a virtual signature, having the same force and effect as if you had actually signed a printed copy of this contract agreement.
All points as above are correct at the time of writing, but shall be reviewed and rewritten, if necessary, and will be available and published for viewing here, it is your responsibility to check these terms and conditions. These terms & conditions of trade supersede all previous versions.
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