Terms and Conditions for BWR Web Design Ltd

1. Terms & Conditions
1. DEFINITIONS AND INTERPRETATION:
1.1 The following termsas used herein shall have the meaningas stated:
“Company”means BWRWeb Design;
“Conditions”meansthese ConditionsofSupply;
“Confidential Information”meansany information disclosed by one (the disclosing party)to another
(the receiving party) if the disclosing party has notified the receiving party thatthe informationis
confidential or the informationcould reasonably be supposedtobe confidential;
“Contract”means any contract between the Company andthe Customerfor the supply of any
Services, incorporatingthese Conditions;
“Customer”meansany person, firm, company orother organisationwhois the addressee of the
Company’squotationoracceptanceof order issued by the Company andshall include any successor-
in-title of the Customerand any company or entity arising (wholly or partly) by way of any merger,
amalgamation, reorganisationoracquisitionof the Customer;
“Deliverables” means all documents, productsandmaterialsdevelopedby the Company orits agents,
subcontractors, consultantsandemployeesinrelation to the Services in any form, including, without
limitation, computerprograms, data, reportsand specifications (including drafts);
“InputMaterial” means any documents, plans, drawings, designsor other materials, and any data or
other informationprovidedby the Customerto the Company relatingto the Services;
“Intellectual Property Rights”means any design rights, utility models, patents, inventions, logos,
businessnames, trademarks, domainnames, copyright, moralrights, rightsin databases, source
codes, reports, drawings, specifications, know how, trade secrets, rights in software, rightsin the
nature of unfair competitionand the right tosue for passingoff and any other equivalentor similar
rights toany of the foregoing in any jurisdiction, whether registered or unregistered;
“OutputMaterial” meansany documents, plans, drawings, designsor othermaterials, and any dataor
other informationprovidedby the Company tothe Customerrelating to the Services;
“Services” means any services agreed in the Contract to be performed by the Company forthe
Customer(including any part or partsof them) comprisedof website designand development
services and/or graphic designand brandingservices and/orsearch engine optimisationservices
and/orpay per click services and/orsocial media managementservices and/orwebsite hosting
services and/or photography orvideoproductionservices;
“Website” meansthe Customer’swebsitein respect of which the parties have agreed thatthe
Services will be provided.
1.2 A reference to a clause is toa clause of these Conditions. Clauseheadingsshall notaffect the
interpretationof these Conditions.
1.3 Any reference to “parties” meansthe parties to the Contractand “party”shall be construed

2. accordingly.
1.4 A reference to a particular law is a reference to it as it is in force for the time being taking account
of any amendment, extension, applicationor re-enactmentandincludes any subordinatelegislation
for the time being in force madeunder it.
1.5 Wordsin the singular include the plural andin the plural include the singular.
2. APPLICATION OF CONDITIONS ANDDESCRIPTION OF SERVICES:
2.1 All quotationsaremade and all orders are accepted by the Company subjectonly to these
Conditionsof Supply, whichshall prevail notwithstandingany otherterms andconditionswhich the
Customershall bring tothe Company’snotice.
2.2 Any quotationis given onthe basis thatno Contractshall come into existence until the Company
accepts the Customer’sorderin accordance with the provisionsofclause 2.3. Any quotationisvalid
for a periodof 30 daysonly from its date, providedthatthe Company hasnotpreviously withdrawnit.
2.3 The placing of an order following any quotationorother indication of price shall notbe binding on
the Company unlessanduntil accepted by the Company inwriting.
2.4 The Customershall ensure thatthe terms of its order and any InputMaterial and/orany
applicable specification are complete and accurate.
2.5 Any typographical, clerical or other accidental errors or omissionsinany sales literature,
quotation, price list, acceptance of offer, invoice or other documentorinformation issuedby the
Company shallbe subject to correction withoutany liability on the partof the Company.
2.6 The Company acceptsorders only on the basisthat thoseinstructingthe Company dosoas
principals andare therefore liable directly tothe Company for all paymentsofaccount.
2.7 Noorder of the Customermay be cancelled by the Customer, except with the Company’sexpress
agreement andon such termsas the Company may require.
2.8 Noorder of the Customermay be varied, altered or deferred by the Customer, except with the
agreement in writing of the Company andonterms thatthe Customershall indemnify the Company
in full againstall loss (including lossof profit), costs(including the cost of all labourand materials
used), damages, charges and expensesincurred by the Company asa result of such variation,
alteration or deferment.
2.9 The Company reservesthe right to charge the Customerfor any OutputMaterialprovidedto the
Customer.
2.10 The quantity anddescriptionof the Services shall be as set out in the Company’squotationor
acknowledgementof order.
2.11 All samples, drawings, descriptive matter, specifications andadvertisingissued by the Company
andany descriptionsor illustrationscontainedin the Company’swebsite, cataloguesor brochuresare
issuedor publishedfor the sole purposeof giving anapproximate idea of the Services described in
them. They shall notform part of the Contract andthis is not a sale by sample.

3. 2.12 The Company hasnoobligationto accept any variation tothe Contract requestedby the
Customer, whether by addition, substitutionoromission(or, without limitation, to the Services to be
providedunderthe Contract) and nosuch requestshall be deemed to be accepted in the absence of
the Company’swrittenagreement tothe variation.
2.13 If any Services are to be performed by the Company inaccordance with any InputMaterial,
instructions, specification or designsubmittedby the Customer, the Customer shall holdthe
Company harmlessandshall fully indemnify the Company againstany andall loss, damage, costsand
expenses awarded againstor incurred by the Company inconnectionwith, or paid or agreed to be
paid by, the Company, insettlementof any claim for infringement of any Intellectual Property Rights
of any otherperson resultingfrom the Company’suseof any InputMaterial, instructions,
specification or design so submitted.
2.14 The Customershallensure that any instructionsor specifications submittedby the Customerdo
notcontravene any applicable statutory orregulatory requirements.
2.15 The Company reservesthe right tomake changesto these Conditionsatany time, withoutprior
notification.
3. THE SERVICES:
Where the Company is to providewebsite design anddevelopmentservices to the Customer:
3.1 Unlessotherwise agreed between the Customerandthe Company, theCustomeragrees to
providethe componentpartsof the Website (namely the text andimages) within fourteen (14)days.
Norefund will be madein the eventthat the Customerfails to providesufficient content tocomplete
the design of the Website. If the Website is an e-commerce website, productentry is the Customer’s
responsibility.
3.2 Proofsof all work will be submittedfor the Customer’sapprovalandthe Company shallincur no
liability for any errors not corrected and communicatedby the Customerin proofsso submitted. Any
alterations suggestedby the Customerandadditionalproofs necessitated thereby may result in
additionalcharges.
3.3 All contentmustbe supplied in a suitable digital format unlessagreed otherwise beforehand.
Failure to supply material in digital formatmay result in extra charges being made for processing
contentfor use onthe Website. Where the content which is providedis in a form where a significant
amountof copywritingis required, a further charge may be made.
3.4 The Customergrantsthe Company permissiontoutilise all content, text, logosand any other
customermaterials or identity for the purposesof creating the Website.
3.5 A design credit with a link to the Company’swebsiteshallappear on all pages of the Website
either in text or graphic format. The link will be designedto fit the overall design of the Website.
3.6 The Company retains the right in all cases to use the Services in any manner, at any time andin
any part of the world, for the purposesofadvertising or otherwise promotingtheCompany’swork.

4. 3.7 The Customermustprovidethe Company with copies of the Customer’stermsandconditionsand
any privacy statementthatthe Customerwishes to be incorporatedinto the design.
3.8 Inthe event that the Company isunableto complete a Website becauseof lack of text and/or
pictures, then text may be addedusing sampletext andpictures usingappropriatelibrary pictures. At
this pointthe Website will be consideredcompleted andinvoiced accordingly.
3.9 The Company will provide the Customerwith the Company’sestimatedtimescalefor progressand
completionof the Services andthe Company will useits reasonableendeavourstomeet those
timescales (as longas the Customerperforms the Customer’sobligationspromptly)but, unlessthe
Company agreesotherwise, any timescales or projected completiondates are estimates only and the
Company cannotguaranteethatthey will be met. Inany event, the Company shallhave noliability to
the Customerif the Company isdelayed in performing or is unable toperform any of its obligations
underthe Contractdue tocircumstances beyondits reasonablecontrol.
3.10 The Company will designa bespokeWebsite for the Customer;however, the Customer
acknowledgesthat ‘bespoke’ inthis context doesnot describe the features of the Website’sContent
ManagementSystem(CMS), unlessthe Company specifically agrees in writing to providethe
Customerwith a bespokeContentManagementSystem.
3.11 The acceptance procedure shall be as follows:
(a) when the Company considersthedesign to be completed, the Website will be uploadedto a test
domainfor the Customerto preview and the Customerwill receive notification by telephone,
WhatsApp or email;
(b) the Customerwill haveseven daysfrom the notification to carry outan appraisalof the designand
inform the Company ofany changesrequired to correct any errors;
(c) the Company will carry outthe agreed amendmentswithin fourteen days. The Customerwill then
have a further sevendaysto appraise the changesto the design andinform the Company of any
errors in the changes;
(d) after this period the design is consideredas accepted, full paymentwill become due andthe
Customerwill be invoiced for the outstandingcosts. Any further amendmentsare chargeable. The
Website will not be launchedonto the Customer’sdomainuntilthefinal paymenthasbeen received;
(e) any additionalamendmentsare thenchargeable.
3.12 The Customershallpay the charges for the website designand developmentservicesto the
Company (with time for paymentbeing of the essence) as follows:
(a) the Customershall makepaymentof a non-refundabledeposittothe Company priorto
commencementof performance of the Services. The depositpayableto the Company shallbe 50 % of
the charges, unlessotherwise agreed in writing by the Company in advance;and
(b) the final 50 % of the charges shall be payableuponacceptance pursuanttoclause 3.11 above.
3.13 The Company will aim to ensure thatthe Website will function correctly on the server onwhich

5. it is initially installed andthat the Website will function correctly when viewed onthe latest versions
of web browsersincluding MicrosoftEdge, Mozilla Firefox, Safari andGoogle Chrome. The Company
cannotguarantee correct functionality onall different server optionsdueto the large numberof
possibleoutcomes.
3.14 All work is based uponthe Customer’sresponsestothequestionnaireprovidedto the Customer
before any work commences;the Customer’sresponsesessentially comprisethe ‘brief’ to the
Company andif the Customersubsequently causesthis brief to change substantially, theCompany
reserves the right to imposeadditionalcharges.
Where the Company is to providegraphic designand brandingservices to the Customer:
3.15 The partiesshall agree a detailed project specification with respect to any graphic designand
brandingservices to be undertakenby the Company. Any amendmentsproposedtotheproject
specification mustbe madein writing anddelivered to the otherparty. If such proposedamendments
incur additionalexpense the Company is entitled to seek further paymenttocover such expense. The
Customeragrees that the Company holdsnoresponsibility for any amendmentsmadeby any third
party, before or after the final proof is signedoff by the Customer.
3.16 Any indicationgiven by the Company ofa project’s durationis to be consideredby the Customer
to be an estimate. The Company cannotbeheld responsiblefor any project over-runs, whateverthe
cause.
3.17 The Company will require paymentonthe completion of developmentmilestoneswhere the
project involvesconsiderable developmenttime to implement. The Company reservesthe right to
define suchdevelopmentmilestonesand the amountof paymenttobe paid for each.
3.18 The Company will deliver the completed project to the Customerby way of a methodselected by
the Company. Ifthe Customerrequires the completed project to be loadedonto a fileserver usingFile
Transfer Protocol(FTP) the Customeris responsiblefor ensuringthatthe intended fileserver or disk
space on the fileserver is properly configured.
3.19 Oncompletionof the project, the Company will require the final proof tobe signed off by the
Customer. Signoff by the Customerwill release the Company fromundertakingfurther work related
to the project.
3.20 The Customerundertakestodeliver all the contentand materials required for the project andin
the formatsrequested to the Company beforecommencementof the project. Where this is not
possiblethe Customerwill deliver suchoutstandingcontentandmaterials to the Company within7
daysof the start of the project. The Customerwill notify the Company inwriting (as soonas possible)
of any delaysin delivering contentandmaterials required for the project and providethe Company
with a revised timetable for supplyingsuchcontentandmaterials. The Company will notbe
responsiblefor any delays, missedmilestones (where specified in the project) or additionalexpenses
incurred due to the late delivery or non-delivery of contentand materials by the Customerwhere

6. required by the Company for the project.
3.21 The Company will notbe held responsiblefor any image quality which the Customerlater deems
to be unacceptable. The Company shallnotbe held responsiblefor the quality of any images which
the Customerwishes to be scannedfrom printed materials. Additional expenses may be incurred for
any necessary action, including, but notlimited to, photography andartdirection, photography
searches, media conversion, digitalimage processing or dataentry services.
3.22 The Company will notinclude in its designs, any text, images or otherdata which it deemsto be
immoral, offensive, obscene or illegal. All advertisingmaterial mustconform toall standardslaid
downby all relevant advertisingstandardsauthorities. TheCompany alsoreserves the right to refuse
to include submittedmaterial withoutgiving a reason. If the Company includesimages and/or datain
goodfaith, andsubsequently discoversthemto be in contraventionof its inclusionpolicy or any law
or regulation, the Customeris obliged to allow the Company toremovethe offending material
withouthindrance, or penalty. The Company shallbe held in no way responsiblefor the inclusion of
any such material.
3.23 Unlessotherwiseagreed at briefing stage, all artwork producedremains the property of the
Company. Thisexcludes photography suppliedorpurchasedand/orany brandingimages suppliedor
notproducedby the Company. Any andall Intellectual Property Rightsare retained by the Company
on all design work, design concepts/ideasincluding words, pictures, ideas, visualsand illustrations
unlessspecifically released in writing. Intellectual Property Rightsin the artwork are licensed for use
to the Customeronthe basis thatthe artwork may notbe modified, re-usedor re-distributedinany
way or form withoutthe express written consentof the Company. Ifa choice of design conceptsis
presented, only one concept is deemed to be given by the Company asfulfilling the Contract. All
other designconcepts remain the property of the Company, unlessagreedin writing thatthis
arrangementhas been changed. By supplyingtext, images andother datato the Company for
inclusionin the Customer’sartwork orother medium, the Customerdeclares that it holdsthe
appropriateIntellectual Property Rightspermissions. The ownershipof such materials will remain
with the Customer, or rightful Intellectual Property Rightsowner. The Customeris also responsiblefor
arranging, prior to publication, any necessary legal clearance of materials. Shouldthe Company orthe
Customersupply animage, text, data, audio clip or any otherfile for use in a website, multimedia
presentation, printitem, exhibition, advertisementor any othermedium believing it to be copyright
androyalty free, which subsequently emergestohave suchcopyrightor royalty usage limitations, the
Customerwill agree to allow the Company toremove and/or replace the offending material without
hindrance, or penalty. The Company is tobe held in noway responsible for any such material being
included. The Customeragrees to fully indemnify and holdthe Company free from harmin any andall
claims resulting from the Customernothavingobtainedall the required Intellectual Property Rights
permissions.

7. 3.24 The acceptance procedure shall be as follows:
(a) when the Company considersthework to be completed, the Customerwill receive notificationby
telephone or email;
(b) the Customerwill haveseven daysfrom the notification to carry outan appraisalof the work and
inform the Company ofany changesrequired to correct any errors;
(c) the Company will carry outthe agreed amendmentswithin fourteen days. The Customerwill then
have a further sevendaysto appraise the changesto the work andinform the Company of any errors
in the changes;
(d) after this period the work is consideredas accepted, full paymentwill become due andthe
Customerwill be invoiced for the outstandingcosts;
(e) any additionalamendmentsare thenchargeable.
3.25 The Customershallpay the charges for the web, social media, graphic designand branding
services to the Company (with time for paymentbeing of the essence) as follows:
(a) the Customershall makepaymentof a non-refundabledeposittothe Company priorto
commencementof performance of the Services. The depositpayableto the Company shallbe 50 % of
the charges, unlessotherwise agreed in writing by the Company in advance;and
(b) the final 50 % of the charges shall be payableuponacceptance pursuanttoclause 3.24 above.
3.26 Onthe expiration or terminationof the Contract, any completed partsof the project already
delivered to the Customeror test examples of the project notalready paid for by the Customershall
be returned to the Company. Furthermore, theCustomershallnotretain any copies of the returned
project, partsthereof or test examples of the project.
3.27 All work is based uponthe Customer’sresponsestothequestionnaireprovidedto the Customer
before any work commences;the Customer’sresponsesessentially comprisethe ‘brief’ to the
Company andif the Customersubsequently causesthis brief to change substantially, theCompany
reserves the right to imposeadditionalcharges.
Where the Company is to providesearch engine optimisationservices tothe Customer:
3.28 The Company will promotethe Website in accordance with the package of Services purchasedby
the Customer.
3.29 The search engine targeted will be Google UK unless otherwise stated.
3.30 The Company will, in its sole discretion, choose suitablesets of words to search for in the search
engine and the positionin the resultsobtainedusing these wordswill be usedfor assessingsearch
engine listings. A listing is where the search engine is queried with the wordschosen by the Company
andthe Website addressor a link to thataddressappears in the resultsreturned. The words chosen
by the Company will be a test phrase. Althoughthe Website address, or links tothat address, will be
listed when searching for different words, reportswill contain only one test phrase.
3.31 The Company will optimisepages on the Website for the search engine, in accordance with the

8. relevant Service package description(which may include adding, deleting and/oraltering text, images,
pages, meta-tags, titles, mark-ups, stylesheets, scripts, internal and external links andWebsite
structure).
3.32 The Customermustprovidethe Company withlog-ininformation (FTP usernameandpassword)
to allow the Company togain access tothe Website. The Company will maintainconfidentiality of log-
in information. The Customermust inform their webmaster or anyoneelse whohas access to the
Website that the Company will be performing search engine optimisationservices onthe Website.
3.33 The Customerunderstandsthatthesearch engine is an independentcompany which selects and
rank sites using its own criteria andtherefore to obtaina high rankingthe Customermustfollow the
Company’srecommendationsforoptimisingthe Website for search engine listing. If the Customer
fails to follow the Company’srecommendationsthentheresultsachieved by the Company will have
considerably less importancethan wouldbe achieved otherwise.
3.34 The Customershallassist the Company inensuringthat the Company hastheunrestricted ability
to optimisethe structure andcontent of the Customer’s webpages. Suchchanges generally havea
minimal visualimpact. The Company will work directly with the Customerin orderto maintain the
original look and feel of the Website.
3.35 Where any changesto the Website made by the Company oronthe recommendationof the
Company are altered, reversed or deleted, thenthe Customermustnotify the Company immediately.
The Company may apply an additionalcharge in respect of restorationandremedial work.
3.36 The Customerwill provideto the Company:
(a) the ability to access andmake changes tothe Website (or, where the Company agrees, the
Customerwill promptly makeany changes to the Website requestedby the Company);
(b) assistancein determining appropriatekeywordsandkey phraseswhich shouldbe targeted using
the Services;
(c) direct access to any existing analytical data concerning the Website, such as dataconcerning
referral sources, visitoractivity, Website usage, conversionrates, andsimilar data.
3.37 The Customergrantsthe Company anon-exclusivelicence to use the Website to the extent
required for the Company toperform its obligationsand exercise its rights underthe Contract.
3.38 Where the Company modifiesthe Website in the process of providingthe Services, the Company
hereby grantsto the Customera non-exclusiveroyalty-freelicence to use suchmodifications in
connectionwith the Website.
3.39 The Customeracknowledgesthat:
(a) search engine algorithmswill changefrom time-to-time, which may affect the Website’srankings
in the search engine results pages, and the Company hasnocontrol oversuch changes;
(b) it can take many monthsfor the Services to haveany significant effects uponthe rankingof a
Website in the search engine resultspages;

9. (c) search engine optimisationsitepromotionis an ongoingtask and, shouldthe Customerterminate
the Contractand/or stoppromotingtheWebsite, that wouldbe likely tohave a negative impact upon
the effects of the Services;
(d) the Company will notbe responsiblefor any alterationsto the Website made by the Customeror
any third party that reverse or effect changesmade to the Website by the Company aspart of the
Services;
(e) the promotionof the Website may lead to highertraffic levels and bandwidthrequirementsfor
the Website, andthe Customerwill be responsiblefor arranging andpayingfor suchrequirements;
(f) notwithstandingtheServices, the Website’ssearch engine resultspage rankingsandtraffic levels
may decrease as well as increase;
(g) it is notpossibleto give any guaranteesfor any specific result onthe search engine, nor can the
Company quantify thelevel of increased traffic or sales or give any guaranteed positioningasa result
of the Services; and
(h) the Company doesnotown or controlany directories to which the Website may be submitted,
andno refunds will be given in the event of any refusal to include the Website in any directory
database.
3.40 The search engine optimisationservicesshall be providedfor suchminimumperiod andmay
only be terminated uponsuch notice period as may be stipulatedby the Company, subjectto earlier
terminationunder clause 12.
Where the Company is to providepay per click services to the Customer:
3.41 The Customerwill bidfor the rankingor a listing which appearsin the search results generated
by the Company in responseto a search term closely matchingthe subject of the search listing. The
amountof the Customer’sbiddetermines the rankingof their listing in a search results list.
3.42 The Company reservesthe right torefuse, reject, cancel, remove, edit or vary any search terms,
descriptions, listingsand bidsat any time for any reasonwhatsoever.
3.43 The Customermustonly submitsearch terms, titles and descriptionsto the Company thatare
relevant to the Website. If any informationprovidedon the Website changes, the Customermust
updatetheir search termsand descriptionsto be bothcurrent andaccurate. All search terms and
descriptionssubmittedare subject to relevancy review by the Company’sstaffandare subject to
removalor rejection. Norefunds will be issued for charges incurred to any account as a result of
submittingirrelevant wordsto the Company.
3.44 The Customeragrees topay Google basedon the cost of click-throughsby userson a search
listing, and also agrees to pay monthly managementfees to the Company.
3.45 The numberof click-throughsismeasured by online reporting systemsutilisedby the Company
andthe Customeracknowledges thatdata generated from thissoftware shall be the definitive and
only measure of the numberof click-throughs.

10. 3.46 The Customerwill be charged ona monthly basisfor each click delivered. The charge per click
will vary depending uponthesearch terms used.
3.47 Monthly reportswill be sent to the Customerby email. If the Customerterminatesthe Contract,
the Company will delete or pause any created campaign.
3.48 Pay per click services are providedwith no warranty with respect tothe number of click-
throughsper search listing which will be delivered andthe Company will notbe liable for any delay in
changingany bidby the Customer.
3.49 The Company doesnotguaranteethat the Company’ssearchlistingswill be available or
displayed. The format andstyle of the Customer’slistingmay vary andthe Company makesno
representationsas to the formatand style of search listings.
3.50 The pay per click services shall be providedfor such minimumperiod andmay only be
terminated uponsuchnotice period as may be stipulatedby the Company, subjecttoearlier
terminationunder clause 12.
Where the Company is to providesocial media managementservices to the Customer:
3.51 The Company will complete an initial set up of the campaign basedaroundthe social media
accountsin the Customer’schosenpackage. Where required, designs which complementthe Website
style andcompany brandingwill be producedfor the Customer’sapproval.
3.52 Oncethe initial set up hasbeen approvedby the Customer, social media accountswill be set up
for each of the Customer’ssocial mediapages and login details will be sent to the Customeronce the
pages havebeen built and completed.
3.53 The Company will ensure thatthe Customer’scontentis optimisedandsyndicatedto blog search
engines. The Customermay supply blogcontent tothe Company in a word document;theCompany
will optimise anduploadthe blog content, andadditionally distributethe blogto social media and
social bookmarkingpropertiesandportals. The Customershouldalsosupply the Company withthe
latest news, new products, promotionsandanythingelsethat the Customerconsidersshouldbe
published. If the Customeris unableto providethe content ona timely regular basis, the Company
can offer a paid copywritingservice.
3.54 GoogleAnalytics may need tobe addedto the Website if notalready set up andsocial media
tracking will be addedto the account toenable full tracking from the social media distribution. Thisis
separately chargeable unlessotherwise agreed.
3.55 The Customermustprovidethe Company withfull FTP access to the Website. Removalof or
restriction of access may relieve the Company ofits obligationsunder the Contract;or, in the event
thatthe Customercannotor will notprovide the Company withFull FTP access, the Company will
providethe Customerwith instructionson howto populatethe Customer’sconversiontrackingon
the Website.
3.56 The Company will set upsocial media accountprofiles asagreed at the startof the project.

11. 3.57 The Company will integrate the accountsinto the Website, where necessary.
3.58 Initially, theCompany’smainaim shall be to buildand integrate the social media accountsinto
the Website.
3.59 Subsequently, theCompany willoptimiseand distributethe Customer’scontenttothe relevant
social media accountsdependinguponthe content the Customersendstothe Company.
3.60 The Company will supply theCustomerwith a monthly activity report, which will include any
recommendationstheCompany believes will benefit the campaign andgeneration of traffic to the
Website.
3.61 If the Customerwishesthe Company tomarket new productsandservices, setting upthis
element of the campaignmay attract an additionalset-upfee.
3.62 Fromtime to time, the Company may recommendchanges tothe Website to improvethe
conversionrate, the bouncerate or the effectiveness of the campaign;the Company will always
quotethe Customerfor any additionalwork andwill only proceed with the Customer’sapproval.
3.63 The social media managementservices shall be providedfor such minimumperiodand may only
be terminated uponsuchnotice period as may be stipulatedby the Company, subjecttoearlier
terminationunder clause 12.
Where the Company is to providewebsite hostingservices to the Customer:
3.64 The Company will makeavailable to the Customer hostingcapacity ona sharedor a dedicated
server which meets the Customer’srequirementsin all material respects.
3.65 Useof hostingresources by the Customeris subject to suchuse being reasonable; any excessive
use (as determined by the Company)will be deemed to be in breach of these Conditions.
3.66 The Company may determinethata Customeris usingserver resources to suchan extent that
the Customerrisksjeopardizing server performance andresources for otherCustomers. Inany such
instance, the Company reservesthe right to suspendthe Website immediately, or continueto host
the Website but require the Customerto pay an additionalfee.
3.67 The Company shalluseall reasonable endeavourstorespondtothe Customer’snotificationof
interruptionsor otherproblemsand to rectify any problemswith reasonable diligence.
3.68 The Company will notguarantee or be liable for any breaksin the continuity of the electricity
supply or of the telecoms link to the server thatis providedby a third party.
3.69 If service is suspendedor interruptedthe Company shalluse all reasonable endeavoursto
restore service with minimumdelay, butthe Company will notbe liable for any lost, corrupted or
destroyeddataas a result of any suspensionorinterruption.
3.70 The Company acceptsnoresponsibility for server downtime or interruptionstoservice causedby
circumstances beyondtheCompany’scontrol.
3.71 The CustomerundertakesthattheWebsite shall notbe used directly or indirectly for any
unlawful purpose. Unlawful purposesare deemedto include but are not limited to:

12. (a) civil andcriminal offences of copyrightandtrademark infringement;
(b) transmissionordisplay or postingof indecent, obsceneor pornographicmaterial;
(c) commissionof any criminal offence (including deliberate transmissionofcomputerviruses) under
the ComputerMisuseAct 1990 orsimilar legislation in any country;
(d) any transmissionordisplay or postingof any material which is defamatory, offensive, or is of an
abusiveor menacing character;
(e) use of the Website in any manner which is a violationor infringement of the rightsof any
individual, firm or company within the UnitedKingdomandelsewhere which, for the avoidance of
doubtshall include butnot be limited to the use of any materials, photographsand/orimageswithout
obtainingthe prior consentof any relevant thirdparty;
(f) the use of the Website for purposesgenerally deemed to be unacceptable, including spamming,
hacking, phreaking, passwordcracking, pirated software, ROMS, emulators, orIP spoofingor
providing“links”or “how to” informationto suchmaterial.
3.72 The Customerwill indemnify the Company againstall and any lossesand coststhat the Company
may incur as a result of any breach of clause 3.71 above.
3.73 The Customerwill ensurethat the Website complies with the laws, regulationsand requirements
of any country from which it can be accessed.
3.74 If the Company hasreasonablegroundsforbelieving thatthere has been or that there may be a
breach of these Conditions, theCompany reservesthe right to monitorany and all communications
passingthroughthe server.
3.75 If the Website is usedfor any unlawful use the Company may suspendorterminate service
immediately andat the same time as suspensionorterminationoccurs, the Company shallnotify the
Customer. Where suspensionorterminationoccurs, the Company reservesthe rightto delete all of
the Customer’sfiles (including web pages) withoutprior notice.
3.76 Subjectto the requirementsof clauses 2.14 and2.15, theCompany willadvise the Customeron
selecting domainnamesandwill register domainnames for the Customerat the Company’sstated
rates, butcannotguarantee thata certain name will be available. The Company givesno warranty
thatany domainnamewill notinfringe the Intellectual Property Rightsof any thirdparty. Any
registered domaincan only be usedfor any legal, decent andhonestuse on the Internetandmust not
breach any UK laws. A domainname cannotbe usedfor any immoral or pornographicuse. The
Company reservesthe right notto register or assignany domainname for any reasonwhatsoever.
The Company reservesthe right to delete or suspendtheregistration of any domainname if any
paymentin respect thereof has been defaulted uponandmay at its discretionlevy administration
charges in re-establishingany domainname or any service related thereto. The Company reservesthe
right to vary the rate charged for domainnameregistrations andrenewals and/ormodify any related
services by providingatleast 31 days’ noticevia its website of any costor service changes. The

13. Company reservesthe right to charge an administrationfee in respect of any requestto transfer a
domainname toanother provideror party. If the Customerfails to renew a .co.uk domainbeforeits
expiry date, all services in respect thereof will be suspendedandthe Customerwill haveup to 30 days
(protected period) in which torenew the domainname at the original renewal fee and mustcontact
our Renewals Departmentto effect renewal. After this 30 day period, the Customer’sdomainwill be
suspendedandwill be subject to the Company’scaseby case assessmentregarding the possibility of
renewal, althoughthe Company cannotguaranteethat renewal will or may be effected. If the domain
name is notthen renewed, the domainname will eventually be deleted from the register andmade
available for resale througha third party registrar and any specific dates for this eventuality will be
providedby our Renewals Departmentuponrequest by the Customer. If the Customerfails torenew
a .com domainbefore its expiry date, the Customer’sdomainandall services in respect thereof will
be suspendedandwill be subject to the Company’scaseby case assessmentregardingthe possibility
of renewal, althoughthe Company cannotguaranteethatrenewal will or may be effected. Any
domainsshowinga statusof REDEMPTION PERIODwill incur an additionalredemption fee of £120.00
+VAT. The Company will acknowledge receipt of any contactfrom the Customerwithin 5 days.
3.77 If requestedby the Customer, the Company will providean email accounton the domainwithin
the quotedcosts(or as analternative, forwarding to an existing email account elsewhere can be
arranged).
3.78 The Company acceptsnoresponsibility for email server downtimeor interruptionsto service.
Email accounts mustnotbe used for “spam”emailing operations.
3.79 The Company isnotresponsiblefor establishingor troubleshootingtheCustomer’sInternet
broadbandfacility, which providesthe Customer’sInternetconnectionandoutgoingmail server. This
is the responsibility of the Customer’sownindividualISP which normally providesappropriate
telephone support.
3.80 The Company reservesthe right tofeature the Website in future promotionswithoutseeking
prior consent.
3.81 The Customergrantsthe Company anon-exclusivelicence to use the Website to the extent
required for the Company toperform its obligationsand exercise its rights underthe Contract.
3.82 The Company may discontinuethewebsite hostingservices without liability to the Customerif
the Company’sauthority toprovidethewebsite hostingservices shouldcease or be suspended.
3.83 The website hostingservices shall be providedfor such minimumperiodand may only be
terminated uponsuchnotice period as may be stipulatedby the Company, subjecttoearlier
terminationunder clause 12.
3.84 Where the Company isto providephotography and/orvideoproductionservicesto the
Customer:
3.85 Any changesor additionsto the Services (including withoutlimitation, any change to the format

14. agreed for provisionof the OutputMaterial, or any additionaldays’ shooting, will be charged at the
Company’sapplicablerates).
3.86 Any indicationgiven by the Company astoproductiontimescales shall be deemed to be an
estimate; whilst the Company will use reasonable efforts to meet any deadline notified to it by the
Customer, theCompany shall notbe liable for any delay in performingthe Services, even where such
delay is caused by the Company’snegligence.
3.87 The equipmentusedduringproductionwill be at the discretion of the senior member of the
Company’screw. In the unlikely event thatthe Company experiences equipmentfailure or difficulties,
the Company will use reasonable efforts to procure suitable replacement equipmentas soonas
possible.
3.88 The Company shallnotbe required by the Customertoproduce anythingwhich, in the
Company’sreasonableopinion, wouldconstituteaninfringement of any copyrightor any other
intellectual property rights, or which is or may be of an illegal, scandalous, obsceneor libellous
nature.
3.89 The Company recommendsthattheCustomerusesand enforces Waivers and/or Performers’
Release Formsat all times. Noliability will be accepted by the Company if the productionmustbe re-
edited due to a subject refusing permissionto showtheir image in whatever form.
3.90 The Company reservesthe right towithhold delivery andtransfer of ownershipof the Output
Material if any charges payable tothe Company havenot been paidin full. Any grantof any license or
transfer of copyrightownership agreed by the Company underthese Conditionsisexpressly subject
to the timely paymentof all charges payable to the Company.
3.91 A first cut of the productionwill be forwarded to the Customerfor its review. This first cut may
receive one set of revisions only;thoserevisionsare included in the charges. Any subsequent
revisionsthereafter will be charged at the Company’sdaily rates.
For all Services:
3.92 SocialMedia – The terms of agreement for any social media service will be establisheduponthe
decision to implementthe social mediaservice. Thisis a non-contractagreementunlessotherwise
statedbefore implementation. Paymentappliesfor the full monthregardless of the startdate agreed.
Customersmustgive 30 days’ notice before any social media service can be terminated. Upon
termination, customersare required to remove any numbersand(or) code that havebeen
implementedon their website and(or) social media accounts.
3.93 Call Tracking – The termsof agreement for call and(or) website trackingwill be establishedupon
the decision to implementtracking. This is a non-contractagreementunlessotherwise stated before
implementation. Paymentappliesfor the full monthregardless of the start dateagreed. Customers

15. mustgive 30 days’ notice before trackingcan be terminated. Upontermination, customersare
required to removeany numbersand(or) code thathave been implementedon their website.
3.93 WebsiteRetainers – The terms of agreements for website service retainers will come intoeffect
when an agreement is started. This is a non-contractagreementunlessotherwise stated before
implementation. Paymentapplies for the full monthregardless of the start dateagreed. Customers
mustgive 30 days’ notice before the retainer can be terminated.
3.94 WebsiteRetainers rate – This is set at a fixed hourly rate for each monthandmustbe paid
promptly by Customerunless they can proofit unsatisfactory. Inwhich case an extra hour can be
included by Company towork onany revisions.
4. PRICE:
4.1 Prices for the Services, howsoevergiven, are based onconditionsruling on the dateof their giving
andare subject to change. The effective price for the Services shall be the price confirmed by the
Company inits written notificationof acceptance of the Customer’sorderpursuanttoclause 2.3.
Where appropriate, the Services will be charged at the Company’sthen-currenthourly rates.
4.2 The Company reservesthe right, by giving notice to the Customerat any time before provisionof
the Services , to increase the price of the Services toreflect any increase in the cost to the Company
which is dueto any factor beyondthecontrol of the Company (suchas, withoutlimitation, any
foreign exchange fluctuation, currency regulation, any increase in the costsof labour, materials or
other costsof production), any change in delivery dates, quantitiesor specifications for the Services
which is requestedby the Customer, or any delay caused by any instructionsof the Customeror
failure of the Customerto give the Company adequate, accurate or complete informationor
instructions.
4.3 Unlessotherwise stated, the price quotedwill be exclusive of Value Added Tax which will be
charged at the rate which is applicable at the date of commencementof performance of the Services.
4.4 The price of the Services excludes any disbursementsincurred(including butnot limited to travel,
photography, copywriting, stock imagery, premiumfeatures andother reasonable costs, charges and
expenses) which will be separately charged to the Company.
4.5 The Company shallnot be liable tothe Customerif for any reasonthe Company shallhave failed
to providethe Services in full, providedthatthe Company shallhave usedits reasonable endeavours
to rectify any suchfailure and the Customershall remain liable topay all of the charges for the
Services to the Company notwithstandingany suchfailure.
4.6 Any waiver or reductionof any price will only be applicable if agreed by the Company in writing.
5. PERFORMANCE:
5.1 Whilst the Company will endeavourto providethe Services in accordance with the Customer’s

16. requirements, the Company will not be liable for any consequences of any delay in the provisionof
the Services, howsoevercaused.
5.2 Unlessotherwise agreed in writing by the Company, theperformance of the Services shall take
place at the Company’splaceof business.
5.3 The Company may performthe Services in separate stages. Each separate stage shall be invoiced
andpaid for in accordance with the provisionsof the Contract.
5.4 Each stage shall be a separate contract.
5.5 Nocancellation or termination of any one contract relating to a stage shall entitle the Customerto
cancel any other contract or stage.
6. CONFIDENTIAL INFORMATION ANDINTELLECTUAL PROPERTY RIGHTS:
6.1 The Customerandthe Company agree that in the course of the Company providingServicesto
the Customer, theparties may disclose toeach othercertain Confidential Information. TheCustomer
andthe Company agree that each party will maintainthe Confidential Information’sconfidentiality
andnot disseminateit to any thirdparty without the disclosingparty’sprior written consent, save
thatthis obligationshall not apply to any Confidential Informationthateither party hasa duty
(whether legal or otherwise) to communicateor thatis in the public domainor is already in the
receiving party’spossessionthroughnofaultof the receiving party. Neither party shall use any
Confidential Informationfor any purposeother thanthe discharge of its respective obligationsunder
the Contract.
7. PAYMENT:
7.1 Subject only to any special termsagreed in writing between the Company andtheCustomer, the
Company shallbe entitled to invoice the Customerfor the price of the Services onor at any time after
acceptance of the Customer’sorder.
7.2 Subject toany particular requirementsfor any of the Services detailed in clause 3, providedthat
the Customerhasproducedreferences which in the Company’sopinionaresatisfactory, then
settlement termswill be net 30 daysfrom the invoice date. Inall other cases paymentsshallbe made
in advance uponsubmissionby theCompany ofa pro-formainvoice.
7.3 The time of paymentof the price shall be of the essence of the Contract.
7.4 All paymentsshallbe made withoutany deduction, withholdingorset-off.
7.5 Failure by the Customertopay any invoice by its due date shall entitle the Company to:
(a) charge the Customerwith any costsincurred by the Company inthe course of collecting
outstandingmoniesdueto the Company fromthe Customer;
(b) suspendany warranty for the Services or any otherservices suppliedby the Company tothe
Customer, whether or notthey havebeen paid for;
(c) appropriateany paymentmadeby the Customerto such of the Services as the Company may think
fit;

17. (d) terminate the Contract, or suspendorcancel any future performance of Services; and
(e) cancel any discount(if any)offered to the Customer.
7.6 The Company reservesthe right to claim interest under the Late Paymentof Commercial Debts
(Interest) Act 1998.
7.7 All paymentspayabletothe Company underthe Contractshall become due immediately on its
terminationdespite any other provision.
8. FORCE MAJEURE:
The Company reservesthe right to defer the date of provisionof the Services, or to cancel the
Contractor reduce the volumeof the Services ordered by the Customer(withoutliability tothe
Customer)if it is preventedfrom, or delayedin, the carrying on of its business(wholly or in part) due
to circumstancesbeyondthe reasonablecontrol of the Company including, withoutlimitation, Acts of
God, personal health, governmentalactions, family or nationalemergency, acts of terrorism, protests,
riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikesorother labourdisputes
(whether or notrelating to either party’sworkforce), or restraintsor delaysaffecting carriers, or any
inability or delay in obtainingsuppliesof adequate or suitablematerials, or the failure or demise of
any source of supply.
9. WARRANTY:
9.1 The Company warrants(subject to the other provisionsofthese Conditions)thatthe Services will
be performed with reasonable skill andcare.
9.2 The Company’sliability pursuanttoclause 9.1 shall be limited to re-performing thoseServices
foundnot tohave been performed with reasonable skill andcare and notified tothe Company within
the period set forth in clause 9.3.
9.3 Any deficiency in the performance of the Services shall be notified to the Company within7 days
of completion of the performance of the Services; otherwise, the Services shall be deemed to be
satisfactory and a charge will be madefor additionalrectification work.
9.4 The Company shallnot be liable for any breach of any warranty in clause 9.1, if:
(a) the deficiency arises from any InputMaterial, instructions, specificationor design suppliedby the
Customer, orfrom any other cause which is notdue to the neglect or default of the Company;
(b) the full price for the Services hasnot been paid by the time for paymentstipulatedin clause 7.2;
or
(c) the deficiency is of a type specifically excluded by the Company by notice in writing.
9.5 If uponinvestigation, theCompany reasonably determinesthatany deficiency in the Services is a
result of, or is excused by, any of the mattersreferred to in clause 9.4, theCustomershall be liable for
all costsreasonably incurred by the Company ininvestigatingthe same and determiningthe cause.
10. TERMINATION:
12.1 Withoutprejudice to any other rightsor remedies which the parties may have, either party may

18. terminate the Contractwithout liability to the otherimmediately on givingnotice to the other if:
(a) the other party fails topay any amountdueunder the Contracton the due date for paymentand
remains in default notless thansevendaysafter being notified in writing to makesuch payment;or
(b) the otherparty commitsa material breach of any of the terms of the Contractand(if sucha
breach is remediable) fails to remedy that breach within 30 daysof that party being notified in writing
of the breach; or
(c) the other party repeatedly breaches any of the termsof the Contractin such a manneras to
reasonably justify the opinionthatits conductis inconsistentwith it havingthe intentionor ability to
give effect to the termsof the Contract;or
(d) the otherparty suspends, orthreatenstosuspend, paymentofits debtsor is unable topay its
debtsas they fall due or admitsinability topay its debtsor (being a company)is deemed unableto
pay its debts within the meaningof section123 of the Insolvency Act 1986 or(being a naturalperson)
is deemed either unableto pay its debts or as havingnoreasonable prospectof so doing, in either
case, within the meaning of section 268 of the Insolvency Act 1986 or(being a partnership)has any
partner towhom any of the foregoing apply;or
(e) any eventoccurs, or proceeding is taken, with respect to the other party in any jurisdiction to
which it is subject thathas an effect equivalent or similar to any of the events mentionedin clauses
12.1(d)12.1(j)(inclusive); or
(f) the other party suspendsor ceases, or threatens to suspendorcease, to carry on all or a
substantialpartof its business.
12.2 Onterminationof the Contract for any reason:
(a) the Customershall immediately pay to the Company allof the Company’soutstandingunpaid
invoices andinterest and, in respect of any Services suppliedbutfor which noinvoice has been
submitted, theCompany may submitaninvoice, which shall be payable immediately on receipt; and
(b) the accrued rights andliabilities of the parties as at terminationand the continuationof any
provisionexpressly stated tosurvive or implicitly survivingtermination, shallnot be affected.
13. GENERAL:
13.1 Any notice required or permitted to be givenby either party tothe other under these Conditions
shall be in writing addressedto thatother party at its registered office or principal place of business.
13.5 The Company shallbe entitled at its discretion to perform any or all of its obligationsunderthe
Contractby usingsubcontractors.
13.6 The Contractconstitutesthe entire agreement between the partieswith respect to its subject
matter and overwrites all prior andcontemporaneousagreementsandunderstandingsbetweenthe
parties.
13.7 Any disagreementarising under or in connectionwith the Contractshall be referred to
arbitrationby a single arbitrator appointedby agreement or (in default) nominatedonthe application

19. by either party to the Director (DavidJenner) for the time being of the Lawyer whose decisionas to
the type, qualifications andexperience of sucharbitrator shall be final andbindingon the parties.
13.8 The costsof the arbitrator shall be borneby the parties as he directs and hisdecision on the
issue in disputeshall be final.
13.9 TheseConditionsshall be subject to andconstruedunder EnglishLaw andthe parties hereby
submitto the exclusive jurisdiction of the English courtsfor thatpurpose.
David Jenner on behalf of “Company”
Flat 5, 72 Surrey Road, Bournemouth, BH4 9HX
Full Name andSignature on behalf of “Customer”
CustomerAddress
Many thanks,
BWR Web Design Ltd