KMD Consultants Ltd.
These terms and conditions shall apply to the agreement between "KMD Consultants Ltd" and the"
Client" applying for the provision of services by KMD Consultants
Ltd.
These terms and conditions together with any documents
expressly referred to in them, contain the entire
Agreement between us relating to the subject matter covered and supersede
any previous Agreements,
arrangements, undertakings or proposals, written or oral: between us
in relation to such matters. No oral
explanation or oral information given by any party shall alter the
interpretation of these terms and conditions.
In agreeing to these terms and conditions, you have
not relied on any representation other than those expressly
stated in these terms and conditions and you agree that you shall have
no remedy in respect of any
misrepresentation which has not been made expressly in this Agreement.
DEFINITIONS
In this Agreement, the following expressions shall mean:-
“KMD Consultants Ltd” – KMD Consultants Ltd its, employees,
consultants or agents.
“Client” – individual, business, partnership, company or
charity obtaining or proposing to obtain goods or services
from KMD Consultants Ltd.
"Intellectual Property Rights" - copyrights,
patents, registered and unregistered design rights, topography rights,
trademarks and service marks and applications for any of the foregoing,
together with all trade secrets, know-how,
rights to confidence and other intellectual and industrial property
rights in all parts of the world.
"Inappropriate Material" - material that under the laws of any
jurisdiction where the material can be accessed is or may
be any of the following:- abusive, defamatory, harmful, libelous,
malicious, obscene, pornographic, profane,
threatening, unlawful, infringes any Intellectual Property Rights,
constitutes or encourages a criminal offence or
contains a virus, worm, trojan horse or other harmful code
"Relevant Legislation" - such laws of England and the Client's
country as relate to data protection and any laws of
England and the Client's country governing Inappropriate Material.
"Services" - the services identified to be provided by KMD Consultants Ltd to the Client on any letter of
confirmation, quotation or other correspondence from KMD Consultants Ltd to the Client.
DOMAIN NAME REGISTRATION AND TRANSFER OUT
The registration and use of the client's domain name is subject to
the terms and conditions of use applied by the
relevant naming authority. KMD Consultants Ltd will not be liable to
any claim in respect of refusal to register
a domain name.
KMD Consultants Ltd normally holds domain name(s) in trust of its client.
If the client wishes, we will transfer
the domain name(s) to the client at any time without charge, provided
full payment for the service has been received by
us.
We accept no liability in respect of the use by you of any domain name;
any dispute between you and any other person
must be resolved between the parties concerned in such dispute. If
any such dispute arises, we shall be entitled, at our
discretion to suspend or cancel the hosting of website with the disputed
domain name. We shall also be entitled to make
representations to the relevant naming authority but will not be obliged
to take any part in any such dispute.
Should the client request transfer out of any domain name from KMD
Consultants Ltd's control, then an administration fee based on the
charge levied by our suppliers, plus £15
will be payable. No guarantee, warranty or
liability can be given or accepted in respect of timescale or accuracy
as this is reliant on third party involvement.
PAYMENT & SERVICES
KMD Consultants Ltd will carry out work for clients in accordance to
their instructions, as agreed between
KMD Consultants Ltd and the client.
A deposit of 25% of the agreed
initial project cost is normally required
with a letter or email communicating an authority to proceed from the
client.
KMD Consultants Ltd will
invoice the client on completion of the agreed work. The client then
has a period of up to 7 working days to approve
our work.
KMD Consultants Ltd will carry out, free of charge, minor
modifications as suggested by clients,
subject to the condition that the changes suggested by the client are
not unreasonable and do not involve substantial
deviation from the original contract between KMD Consultants Ltd and
the client.
Non-delivery or non-performance of services by any third party shall
not give the Client any right to delay any payment
to KMD Consultants Ltd or to make any claim whatsoever against KMD
Consultants Ltd.
Any additional services requested, at any time, will be charged at
the current standard rates.
The Client agrees to make payment for the Services by payment of invoice
within 14 days of the invoice date. All
payments shall be made by cash or cheque. Payment is not accepted by
credit or debit card. If any monies become
overdue for payment KMD Consultants Ltd may remove, or not remove,
the Clients web site from the hosting
service, without prejudice to KMD Consultants Ltd's rights to claim
for the first monies owed, interest and costs
of collection.
If payment is not made on the due date KMD Consultants Ltd shall be
entitled without limiting any other rights
it may have to charge interest on the outstanding amount (both before
and after any judgment) at the rate of 5% above
the base rate from time to time of the four major clearing banks from
the due date until the outstanding amount is paid.
INDEMNITY
The Client hereby agrees fully to indemnify and keep indemnified and
hold harmless KMD Consultants Ltd, its
employees and agents from and against any and all claims, costs, damages,
losses or liability (whether civil or criminal)
and expenses (including, but not limited to, legal fees) sustained
or incurred by KMD Consultants Ltd or any of
its employees and agents directly or indirectly and any claim brought
against us by a third party resulting from the
provision of Services by us to you and or your use of the Services
and the Server and in any jurisdiction as a result of:-
i) the provision by KMD Consultants Ltd to the Client of any Service,
or
ii) any breach by the Client of any of its warranties contained in
this
Agreement; or
iii) any content material or required mode of operation supplied or
specified by
the Client for any Service; or
iv) any breach by the Client of any of its obligations in this Agreement.
The Client undertakes that it will not transmit Inappropriate Material,
infringe the Intellectual Property Rights of any
third party, or transmit bulk email (spamming).
The Client acknowledges that it is responsible for complying with any
Relevant Legislation.
The Client acknowledges and agrees that KMD Consultants Ltd is not
responsible for the security of the
contents of email sent or received by the Client, and that KMD Consultants
Ltd are not responsible for nonreceipt,
non-delivery or mis-routing of email or any failure of the email system.
We do not guarantee that the Server
will be free from unauthorised users or hackers.
Where products or services supplied by KMD Consultants Ltd to a client
are supplied to KMD Consultants Ltd by third parties, the client agrees to be bound by
any terms and conditions of that supplier and
any licence agreements and fully indemnifies KMD Consultants Ltd in
every respect.
FORCE MAJEURE
KMD Consultants Ltd shall bear no liability for loss, damage or delay
howsoever arising caused by
circumstances outside its control.
WARRANTY
KMD Consultants Ltd relies on third party suppliers to provide uninterrupted
Services and to the extent
Services are reliant on third parties products and services, therefore
KMD Consultants Ltd makes no warranties
or representations that any Service will be uninterrupted or error-free,
due to the nature of the services being provided
by means of computer and telecommunication systems.
If a problem occurs subsequent to launch due to the malfunction of
any web page, form, script, or other component, or
due to the failure or cessation of the web server or service on which
the pages are stored, KMD Consultants Ltd
will make every reasonable endeavour to correct the problem. If the
failure cannot be corrected within 2 hours of
labour, the client will be liable to pay for any extra time/labour
or other resource needed to correct the site. If the
failure is due to our hosting companies failure then with the clients
agreement we will try to arrange re-hosting of the
web to an alternative web server but the client will need to bear the
full cost of this at our prevailing hourly rate and the
full cost of problems with the domain name and full cost of the new
web hosting business to host the site for the client.
As the original domain name purchase and web hosting facility was arranged
through a third party without any recourse
to KMD Consultants Ltd on behalf of the client then KMD Consultants
Ltd its employees consultants
and agents in no event will be liable to the Client for any direct
or indirect or consequential loss or damage whatever
(for example but not limited to loss of business, loss of opportunity,
loss of profits). No refund by KMD Consultants Ltd will therefore be
due to the Client for any unused portion at the time the third parties
services
gave problems or ceased.
In no event will KMD Consultants Ltd be liable to the Client for any
indirect or consequential loss or damage
whatever (for example but not limited to loss of business, loss of
opportunity, loss of profits)
WEB DESIGN & WEB HOSTING
The Client acknowledges and accepts that it bears sole responsibility,
legal and otherwise for the content of all material
appearing on the Clients web site designed or hosted by KMD Consultants
Ltd, or third parties.
We make no representation and give no warranty as to the accuracy or
quality of information received by any person
via the Server and we shall have no liability for any loss or damage
to any data stored on the Server;
You shall effect and maintain adequate insurance cover in respect of
any loss or damage to data stored on the Server;
You represent, undertake and warrant to us that you will use the Web
Site allocated to you only for lawful purposes. In
particular, you represent, warrant and undertake to us that;
You will not use the Server in any manner which infringes any law or
regulation or which infringes the rights of any
third party, nor will you authorise or permit any other person to do
so;
You will not post, link to or transmit
(a) any material which is inappropriate or unlawful, threatening, abusive,
malicious, defamatory, obscene,
pornographic, blasphemous, profane or otherwise objectionable in any
way;
(b) any material containing a virus or other hostile computer program;
(c) any material which constitutes, or encourages the commission of,
a criminal offence or which infringes any patent,
trade mark, design right, copyright or any other intellectual property
right or similar rights of any person which may
subsist under the laws of any jurisdiction;
You shall keep secure any identification, password and other confidential
information relating to your account and shall
notify us immediately of any known or suspected unauthorised use of
your
account or breach of security, including loss, theft or unauthorised
disclosure of your password or other security
information;
You shall observe the procedures which we may from time to time prescribe
and shall make no use of the Server which
is detrimental to our other customers;
You shall procure that all mail is sent in accordance with applicable
legislation (including data protection legislation)
and a secure manner;
In the case of an individual User, you warrant that you are at least
18 years of age and if the User is a company, you
warrant that the Services will not be used by anyone under the age
of 18 years;
Any access to other networks connected to through KMD must comply with
the rules appropriate for those other
networks While we will use every reasonable endeavour to ensure the
integrity and security of the Server, we do not
guarantee that the Server will be free from unauthorised users or hackers
and we shall be under no liability for nonreceipt
or misrouting of email or for any other failure of email.
LIMITATION OF LIABILITY
In no event shall we be liable to the client for any loss of business,
contracts, profits or anticipated savings or any other
indirect or consequential or economic loss whatsoever.
TERMINATION
Termination of this agreement can be effected as follows:-
a) Either party may terminate this agreement by giving one month's
notice subject to condition (b).
b) KMD Consultants Ltd may terminate this agreement at anytime by giving
7 days written notice to the
Customer if the Customer commits any breach of this agreement including
but not limited to non-payment of any
amount on the due date.
Following the termination of this agreement the copyright and ownership
of the Services will remain that of the KMD Consultants Ltd until the Customer has fulfilled the contractual agreement.
No refund of any payments made by the Customer will be made by KMD
Consultants Ltd where termination takes place.
If this agreement is terminated by either party within the period stated
in condition (b) then the full amount outstanding
will become payable by the Customer to the KMD Consultants Ltd forthwith.
GENERAL
KMD Consultants Ltd reserve the right at anytime without notice to
remove any Client from its services, web
hosts, for breach of Inappropriate Material, or for linking to Inappropriate
Material
The Client is deemed to have accepted and agreed to these Terms and
Conditions by notifying KMD Consultants Ltd of their intention to commence/continue
with the services provided by KMD Consultants Ltd, or by
paying or continuing to pay any order, invoice or regular payment.
NOTICES
Any notice to be given by either party to the other may be sent by
either e-mail or by post to the address of the other
party or such other address as such party may from time to time have
communicated to the other in writing. If the
notice is sent by email, it will be assumed to be received on the day,
or if sent by fax shall be deemed to be served on
receipt of an error free transmission report. If post mailing
was used, it shall be deemed to be served three days
following the date of posting
LAW
English Law shall govern this Agreement and the parties submit to
the exclusive jurisdiction of the English courts.
HEADINGS
Headings are included in this Agreement for convenience only and
shall not affect the construction or interpretation of
this Agreement.
END.
Last Revised January 18 2003
Registered in England No. 4354283
Registered Office: 14 Sandown Road, Brighton, East
Sussex, BN2 3EJ.
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