1. Authorisation.

The CLIENT is engaging Sarah Hayes, as an independent contractor for the specific project of developing and/or improving a Website to be installed on the CLIENT’s web space located on an Internet Service Providers (ISP’s) web server. If Sarah Hayes is not hosting the website then the CLIENT hereby provides Sarah Hayes with any necessary “write permissions” for the CLIENT’s web page directory, cgi-bin directory and any other directories, control panels, databases or programs that need to be accessed for this project.

The client also agrees to allow Sarah Hayes to use the website and screenshots as a reference in her advertising and marketing material.

2. Warranties.

Sarah Hayes represents and warrants to the CLIENT that she has the experience and ability to perform the services required by this CONTRACT as detailed in the project proposal, quote or package description; that she will perform said services in a professional, competent and timely manner; that she has the power to enter into and perform this CONTRACT; and that her performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any laws. However, the CLIENT will not determine or exercise control as to general procedures or formats necessary to have these services meet the CLIENTS satisfaction.

The CLIENT represents and warrants to Sarah Hayes that it will provide the material as required in a professional, competent and timely manner; that it has the power to enter into this Agreement; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any laws.

3. Fees.

The website includes the number of pages and features specified in the SPECIFICATION and/or QUOTATION.

Should the CLIENT choose to host the website with a 3rd party HOSTING COMPANY it is the clients responsibility to ensure that the hosting account meets the technical requirements of the website and the CLIENT agrees to liaise with the HOSTING COMPANY regarding all support matters.

If the CLIENT requires Sarah Hayes to upload their website to their server or 3rd party web hosting account the CLIENT must provide control panel and FTP login information, and database name, username and password of an already set-up mySQL database. There will be a charge of £50.00 to upload the website to a 3rd party hosting company. If the process of uploading and ensuring the site works on the CLIENT'S hosting account takes longer then 1 hour the CLIENT agrees to pay of any additional time at £45.00 per hour.

The CLIENT agrees to undertake any communication required with their HOSTING COMPANY.

4. Maintenance and changes.

This CONTRACT does not include any maintenance or security updates. Web page and website maintenance will be the responsibility of the CLIENT. If a SUPPORT CONTRACT is entered into between Sarah Hayes and the CLIENT, it will be contained within its own document and not connected to this CONTRACT. However, this CONTRACT does include minor modifications and corrections requested during development and within a two-week period from completion up to a total of 10 minutes per page, including updating links and making minor changes to a sentence or paragraph.

All requests for changes and corrections must be submitted on a new Support Ticket and must be provided as a Word document or PDF stating the page title and page URL and provide clear details of the required change or correction. The document or any images may also be uploaded to Dropbox.

If the CLIENT or an agent other than Sarah Hayes attempts to update the CLIENT’s pages, the time taken to repair the website or pages will be assessed and charged at the standard hourly rate as listed in the current price list and is not included as part of the development or modification time.

5. Payments and Payment Methods.

All services agreed to in this CONTRACT shall be sold for the price specified in the QUOTATION. Payment by bank transfer or debit/credit card via PayPal or standing order. Bank and PayPal details are shown on all invoices and statements. Payment by cheque and postal order is only acceptable by prior agreement. Only once a payment is cleared funds will it be deemed received.

Preferred payment methods are: Bank transfer, Standing Order, Cash, PayPal and debit or credit card via PayPal.

International customer: The only accepted payment method for International customers is Bank Transfer. Full payment for the project or service is required on instruction.

Payment by cheque and postal orders: We do not accept payments by cheque or standing order.

6. Payment Terms.

Unless otherwise stated the following standard terms apply.

Joomla or other Content Management System (CMS) and Web Development projects

1. Project/work undertaken under £1500.00 require full payment on instruction
2. Projects from £1501.00 to £5000.00
   1. Require a minimum deposit/initial payment of fifty percent (50%) of the project cost to secure booking.
   2. The cost of purchasing any third party components or images is payable on instruction. Alternatively the client may purchase these independently and provide them to Sarah Hayes no later than 7 days before commencement of the project.
   3. The balance is payable within 7 days of completing the project as per the original quotation and/or proposal and as defined in our terms and conditions and cleared payment must be received before you will be provided with Administrator access and the project is handed over or goes live.
   4. Any additional work instructed once development has been commenced is payable in full on instruction
3. Projects over £5000.00
   1. A minimum deposit/initial payment of fifty percent (50%) of the design and development project cost and the total amount of software license fees, hosting and training is required to on instruction to commence work.
   2. A further twenty percent (25%) is payable when the screenshots have been produced and the design concept approved or the design concept is used.
   3. The balance is payable within 7 days of completing the project as per the original quotation and/or proposal and as defined in our terms and conditions and cleared payment must be received before you will be provided with Administrator access and the project is handed over or goes live.
   4. Any additional work instructed once development has been commenced is payable in full on instruction

Any discounts offered are only deductible and applied to your account, on payment of invoices before the invoice due date. If invoices are paid after the due date then any discount offered becomes void and the full invoice amount is payable  

Template only development projects

1. Full payment is required on instruction

Modules and Component development or modification projects

As a sole project

1. A minimum deposit of fifty percent (50%) is payable on instruction
2. The balance is payable on completion and before the component in handed over or installed on the live server
3. Any additional work instructed once development has been commenced is payable in full on instruction

All other training, consultancy and development services

Full payment on instruction unless otherwise detailed in the quotation or project proposal.

Additional Expenses.

With the prior written permission or acceptance of the quotation the CLIENT agrees to reimburse Sarah Hayes for any additional expenses necessary for the completion of the work. Examples would be purchase of extensions, scripts, software, special fonts, stock photography and images.

7. Joomla or other Content Management System (CMS) and Web Development projects

All development and services agreed to in this CONTRACT shall be sold for the price specified in the QUOTATION or package. Each development project includes minor modifications and corrections requested within a two-week period (from the time the site is uploaded to our development server) up to an average of 10 minutes per article page, including updating links and making minor changes to a sentence or paragraph. It does not include removing nearly all the text from a page and replacing it with new text and does not include the configuration of modules with the page. Each module that requires configuring will be charged at £10.00 per module.

Where a bug or error is discovered during development we will investigate for a total of up to 2 hours to attempt to rectify the problem and install a bug fix where Joomla has released one.

Where a custom template has been developed for the CLIENT minor tweaks and modifications may be requested within a two week period up to a total of 60 minutes.

Approval of template design.

The design and build of a custom template - once we have created your custom designed template, based on your brief, we will upload the site to our development server and provide you with a URL so you can view and review the design. You will have a two week period from the time we have upload the site, to provide us with any feedback and change requests. As part of your project we will complete minor tweaks and modifications, up to a total of 60 minutes. Any further changes may attract an additional charge at our standard rate. If we have not received any change requests within 7 days we will consider the design and build of the template complete.

Build of a template based on a design provided by yourselves - once we have created your custom designed template, based on the design provided by yourselves, we will upload the site to our development server and provide you with a URL so you can view and review the design. Where the design provided shows styling for extensions, you must provide us with the extensions so that we can style them. We are only able to style within the boundaries of the extension. You will have a two week period from the time we have upload the site, to provide us with any feedback and change requests. As part of your project we will complete minor tweaks and modifications, up to a total of 60 minutes. Any further changes may attract an additional charge at our standard rate. If we have not received any change requests within 7 days we will consider the design and build of the template complete.

Customisation of a pre-existing template developed by Sarah Hayes – unless otherwise agreed to in our proposal or quotation, we will make changes to the three main site colours, the default font and logo, plus up to 2 hours further customisation of module and extension styles and module positions. You will have a two week period from the time we have upload the site, to provide us with any feedback and change requests. As part of your project we will complete minor tweaks and modifications, up to a total of 60 minutes. Any further changes may attract an additional charge at our standard rate. If we have not received any change requests within 7 days we will consider the design and build of the template complete.

Site content and Data

The website includes the number of pages and features specified in the SPECIFICATION/PROPOSAL and/or QUOTATION. Where the CLIENT desires additional standard content web pages beyond the original number specified in the QUOTATION or SPECIFICATION/PROPOSAL, the CLIENT agrees to pay for each additional page at our current page rates. For the purpose of this CONTRACT a page is calculated as an A4 page at 12pt text. Where a page length is more than one A4 page at 12pt the CLIENT will be charged for each additional A4 page at 12pt length. There will be no reduction in cost if the client chooses to reduce the number of pages once development has commenced or if the amount of content is less than A4 at 12pt. The cost of configuring modules is not included in this charge. The CLIENT agrees to pay £10.00 per additional module configured.

The Client will ensure that all files provided have been scanned for viruses and malware. It is the Client's responsibility to ensure all files are virus and malware free. Sarah Hayes reserves the right to disable the website and/or delete the files without notice. Sarah Hayes will not be responsible for any lost of business caused by disabling the website and/or deleting the files.

Site development – Joomla and 3rd Party Extensions

The website includes INSTALLATION and CONFIGURATION of the extensions specified in the SPECIFICATION/PROPOSAL and/or QUOTATION. Unless otherwise stated in our PROPOSAL or QUOTATION, the configuration and customisation is within the boundaries of the extension or template override. It does not include modifying core files. Unless otherwise stated the time spent configuring and customising is limited to 2 hours for full package extensions (which will include the main component plus associated modules and plug-ins), 1 hour for standalone extensions and modules, 30 minutes for plug-ins. Where the CLIENT desires additional extensions to be installed or further configuration or customisation, the CLIENT agrees to pay the amount stated in our published price list or additional quotation.

Where additional custom programming is required this will be charged at the appropriate rate specified from the current price list. Payment for additional work is due on instruction.

Additional Work and Services.

Any revisions, additions or redesign the CLIENT wishes Sarah Hayes to perform not specified in the project quotation or specification shall be considered “additional” work and will require a separate payment. Full payment is required on instruction.

 

8. 3rd Party Extensions, licenses and support

Recommendations of extensions are based on the CLIENTS requirements. We have no control over the on continued development and/or product support from 3rd party extension developers.

The CLIENT must satisfy themselves prior to accepting the QUOTATION or PROPOSAL, that the functionality of the listed extensions meet their requirements.

Unless you have specifically purchased and paid a separate license fee for extension support, updates or license we may choose to install 3rd Party Extensions under our own multi-site license. In these cases you will not be able to download updates yourself or request support directly from the extension developer. We will provide you with updates, on request, for up to 12 months from the commencement date of your development unless we have terminated or not renewed our multi-site license for the extension.

If you require the facility to download updates or receive extension support directly from the extension developer then you will need to purchase your own license direct from the extension developer.

Where a bug or error is discovered during development we will liaise with the developer for a total of up to 2 hours to rectify the problem and install a bug fix where the developer has provided one. If the developer is unable to provide a fix and another suitable extensions needs to be used, there will be an additional charge to remove the original extension and source, install and configure a replacement extension.

If during or after development the CLIENT decides that an extension does not meet their requirements there will be an additional charge to review the client's requiements, remove the original extension and source, install and configure a replacement extension. This charge will be at our standard hourly rate for the total amount of additional hours required.

9. Project Completion.

Sarah Hayes and the CLIENT must work together to complete the website in a timely manner. It is essential that the CLIENT provides the appropriate images, text, data, information, feedback and payments from the CLIENT on time. We agree to work expeditiously to complete the website in a professional and timely fashion.

If the completion of the site has been delayed due to the CLIENT not supplying data, text, images, requested information, feedback or payments then the balance of the project will become due 7 days after we have completed development of the website structure, programming and pages minus any content or material not provided by the CLIENT. If the CLIENT fails to provide images, text, data, information or feedback by the date stipulated by Sarah Hayes then Sarah Hayes reserves the right to complete the website with dummy text, images and data and the project will be deemed complete. If the client later supplies the required images, text or data and requires Sarah Hayes to replace the dummy material, an additional charge will apply at our standard hourly rate.

Sarah Hayes reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion.

10. Copyright and Trademarks.

The CLIENT represents to Sarah Hayes and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks or other artwork furnished to Sarah Hayes for inclusion in the web pages are owned by the CLIENT, or that the CLIENT has permission from the rightful owner to use each of these elements and will hold harmless, protect and defend Sarah Hayes and its subcontractors from any claim or suit arising from the use of such elements furnished by the CLIENT.

11. Limited Liability.

The CLIENT hereby agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service or Host Server. Abusive and unethical material and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity or material avocation illegal activity and any infringement of privacy or libel.

The CLIENT hereby agrees to indemnify and hold harmless Sarah Hayes from any claim resulting from the CLIENT’s publication of material or use of those materials. The CLIENT hereby agrees to indemnify and hold harmless Sarah Hayes in any claim resulting from the submission of illegal materials. If Sarah Hayes shall acquire an Internet domain name on behalf of the CLIENT, then in such case the CLIENT hereby waives any and all claims which it may have against Sarah Hayes for any loss, damage, claim or expense arising out of or in relation to the registration of such domain name in any on-line or off-line network directories, membership lists, or registration lists, or the release of the domain name from such directories or lists following the termination of the providing of this service by Sarah Hayes for any reason.

12. Copyright to Website and Web Pages.

Copyright to the templates, source code, graphics and instruction manuals created or produced by Sarah Hayes are owned by Sarah Hayes. Upon full and final payment of this CONTRACT, the CLIENT is assigned rights to use the design, graphics, template and source code contained in the finished, assembled website.  Rights to photos, graphics, source code, work-up files and computer programs are specifically not transferred to the CLIENT, and remain the property and copyright of their respective owners.

Re-selling, distributing or re-using any templates, source code, designs, layouts, or graphics is prohibited without the prior written permission of Sarah Hayes and/or the respective owners. The CLIENT is assigned the rights to use the template on one live website only plus one development site. The CLIENT may keep one backup copy for recovery purposes only.

Unless otherwise agreed to and documented 50% of the original template development charge will become payable by the CLIENT for every additional use of the template whether on a website owned and/or controlled by the CLIENT or not.

Unless otherwise agreed to and documented 50% of the original website development charge will become payable by the CLIENT for every additional use of the template whether on a website owned and/or controlled by the CLIENT or not.

Unless otherwise agreed to and documented 50% of the original component or module modification or custom module or component development charge will become payable by the CLIENT for every additional use of the module or component or modification whether on a website owned and/or controlled by the CLIENT or not

Modification of the templates, modules or components by the client or a 3rd party does not effect these terms.

This does not affect the rights of respective copyright owners.

Copyright to Joomla and any 3rd Party Extensions remain with their developers although you are assigned the rights to use them subject to the licencing of any commercial extension.

13. Authorship Credit.

Sarah Hayes reserves the right to include a byline, hyperlink and/or mata tags establishing authorship credit within the template or website. The CLIENT agrees not to remove, hide, have removed or have hidden this byline, hyperlink or meta tags without prior written permission from Sarah Hayes and paying the appropriate fee which is equal to 20% of the project cost.

We may submit your website to the Joomla Showcase and display your website in our own portfolio.

14. Nondisclosure.

Sarah Hayes, except as directed by the CLIENT, or if required to do so by law, will not at any time during or after the term of this CONTRACT disclose any Confidential Information to any person whatsoever. Where the CLIENT requires Sarah Hayes to sign a Nondisclosure document the CLIENT agrees to pay the legal fees of Sarah Hayes.

15. Cancellation and Refund Policy.

We reserve the right to cancel any of our agreements with you at any time if we believe you are contravening any of our terms by issuing you with a 'Notice of Termination of Service' email. The 'Notification of Termination of Service' is the only official mechanism by which a contract may be cancelled by Sarah Hayes. Any other form of correspondance, no matter what the content or type will not be deemed an official notice of termination of service.

You have a similar right to terminate any agreements held between us by providing 7 day's notice in writing or email, however on so doing you will become immediately liable for all outstanding charges, including the full cost of any web design or other work that we have started, whether complete or not. In the event that work is postponed or cancelled at the request of the CLIENT prior to the commencement of work, the CLIENT will forfeit any deposit or pre-payment paid under this AGREEMENT.

Upon termination of any agreement, you are liable for all outstanding fees, including but not limited to software, extensions, scripts, images or other items or services purchased for the project, which will become payable immediately.

The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.

16. Payment of Fees.

In order for Sarah Hayes to remain in business, payments must be made promptly. Invoices are due upon receipt. If payment is not received within 7 days I reserve the right to stop work until full payment of the project has been received. If an amount remains outstanding thirty days after its due date, an additional five percent (5%) above the Bank of England base rate, penalty will be added for each month the invoice remains outstanding. Sarah Hayes reserves the right to remove web pages and websites from viewing on the Internet and block email accounts until final payment is made. Sarah Hayes is not responsible for any loss of business this may cause. In case debt collection proves necessary, the CLIENT agrees to pay all fees incurred by that process.

17. Warranty

All websites developed by Sarah Hayes come with a 30 day warranty from the date that we inform you we have completed the development. If during this period you discover any bugs or errors a support ticket should be raised via the customer support portal detailing the issue and providing as much detail as possible.

On receipt of a support request we will review your request within one working day.

This warranty will be invalid if the client or any 3rd party installs, uninstalls, updates, configures or modifies Joomla or any 3rd party extensions (components, modules, plug-ins or templates).

This warranty will be invalid if the cause of the problem is a result of your web server specification or changes to your web server.

If after investigating or carrying out work to rectify a bug or error we discover that the warranty is invalid we reserve the right to charge the client at our standard hourly rate.

3rd Party Extensions Warranty - We are unable to provide any warranty for extensions developed by 3rd party developers. Where a bug or error is discovered during development and up to 30 days after completion we will liaise with the developer for up to a maximum of 2 hours per extension package to rectify the problem and install a bug fix where the developer has provided one. Outside of this timescale a support contract or support hours will need to be in place to enable us to investigate any issue and install updates where available.

Joomla CMS Warranty - We are unable to provide any warranty for Joomla CMS. Where a bug or error is discovered during development and up to 30 days after completion we will investigate for a total of up to 2 hours to rectify the problem and install a bug fix where Joomla has released one. Outside of development a support contract or support hours will need to be in place to enable us to investigate any issue and install updates.

18. Entire Understanding.

This CONTRACT constitutes the sole agreement between Sarah Hayes and the CLIENT regarding the Web Design and Development Service. It becomes effective when the CLIENT instructs Sarah Hayes to commence work. This CONTRACT shall be governed and construed in accordance with the laws of the United Kingdom. The parties agree that if any part, term or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.

20. Joomla Website Audits and Security Audits

As part of our audit we may install plugins, or use 3rd party software, to enable us take backups and scan your website files for potential malware and hacks. By ordering your audit, you agree to allow us to install and/or use software in the auditing of your website. Once we have completed our audit, if you choose not to become a development or support customer, we will remove any plugins that we have installed.

If Akeeba Backup is not already installed, we may install the free version, so that we can make a backup of your website before and after the audit.

 

1. Introduction

Sarah Hayes | 443i strives to offer all clients a reliable and excellent level of service.

2. Definition of Terms.

In these conditions, unless the context requires otherwise, the following words shall have the following meanings:

2.1. "Client" , "you" or “customer” means the person, firm or company that has requested any Services;

2.2. "Conditions" means the standard terms and conditions of sale set out herein;

2.3. "Contract" means any contract for the provision of the Services;

2.4. "IPRs" means any and all intellectual property rights including without limit any and all patents, design rights, database rights, copyright, know-how, moral rights, trade secrets, confidential information, trade marks, service marks, trade names and goodwill;

2.5. "Sarah Hayes" or "we" or "I" or "443i" means Sarah Hayes;

2.6. "Netiquette" means generally accepted standards for use of the Internet such as but not limited to sending bulk unsolicited e-mail, mail bombing, misrepresenting that you have third party authorisation and impersonating another person;

2.7. "Server" means the computer servers used to provide the Service;

2.8. "Services" means any services supplied or to be supplied by Sarah Hayes (which may include without limit Email Forwarding, Email, POP accounts, e-commerce, Web Site Hosting, FTP access, Domain Name Registration) as described in the quote or acknowledgement of order issued by Sarah Hayes or as may be agreed from time to time; and

2.9. "Site" means the Internet website at www.sarahhayes.co.uk

2.10. “Attachments” Means Proposal and/or Quotation

2.11. “Standard Hourly Rate” £75.00 per hour or the rate shown in your Support Contract

2.12. “Emergency/Weekend Hourly Rate” Hourly Rate plus £125.00 per hour

3. Acceptance of terms

3.1. The Conditions set out the only terms on which Sarah Hayes is prepared to provide you with the Services. The Conditions shall apply to all Contracts and by using the Services you accept this. All other terms and conditions (other than those which are agreed in writing between us) are excluded to the fullest extent permitted by law. Sarah Hayes reserves the right to review and revise the Conditions from time to time without prior notice and, by using the Services subsequent to any revision of these Conditions, you agree to be bound by such changes. Please review my terms and conditions on a regular basis for changes.

4. Registration

4.1. Where appropriate, you agree to provide such information about yourself as prompted by the Service's registration form and ensure that it is at all times true, current, accurate and complete. If it is not or we reasonably suspect it is not true, current, accurate and complete then we shall be entitled to terminate the Contract or suspend the Services until such time as we determine.

5. Security

5.1. You are responsible for the security and proper use of all usernames and passwords and must take all necessary steps to ensure that they are kept confidential, used properly and not disclosed to unauthorized people.

5.2. You must inform us immediately if you have any reason to believe that any usernames and passwords have become known to someone not authorised to use it or if any username or password is being or is likely to be used in an unauthorized way or of any other breach of security.

5.3. We are not liable for any loss of confidentiality or for any damages arising from your failure to comply with these terms. You will be entirely liable for all activities conducted and charges incurred under your usernames and passwords whether authorised by you or not.

5.4. If you forget any usernames and passwords you should contact us and subject to you satisfying certain security checks you will be given a new usernames and passwords to enable you to use the Services. Where a client requests username or password reset more than 10 times in a 12 month period we reserve the right to charge a £10.00 reset fee per reset.

5.5. The Client will ensure that all files uploaded to the website have been scanned for viruses and malware. It is the Client's responsibility to ensure all files are virus and malware free. If any files uploaded to the server are infected, Sarah Hayes reserves the right to disable the hosting account or website and/or delete the files without notice. Sarah Hayes will not be responsible for any lost of business caused by disabling the hosting account or website.

5.6. To gain FTP access you maybe required to provide your IP address. Only this IP address will be authorise and able access the server.

5.6.1. You may change the IP address every 7 days. Additional changes may attract an additional charge

5.6.2. IP address can only be authorised Monday – Friday 9am to 4pm excludes Bank Holidays

6. The services

6.1. The Services shall be as described in the Site or order form and such other material as Sarah Hayes provides to you from time to time. We reserve the right at any time and from time to time to amend, improve, correct, discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice and you agree that Sarah Hayes shall not be liable to you or to any third party for any such modification, suspension or discontinuance. We will restore the Service as soon as reasonably practicable after temporary suspension.

6.2. Unless otherwise agreed in writing by Sarah Hayes, the minimum period for the provision of the Services is 12 months from date on which they are first made available to the Client (the "Initial Term") and shall continue thereafter for further periods of 12 months (each being a "Renewed Term") unless and until the Client serves at least one month's written notice, via Support Ticket, to Sarah Hayes prior to the expiry of the Initial Term or a Renewal Term, such notice to expire at the end of such Initial or Renewed Term.

6.3. Sarah Hayes shall be entitled to restrict bandwidth made available to the Client at any time in order to protect all and any Internet solutions provided by Sarah Hayes from time to time when necessary. Unless otherwise state the default bandwidth allowence per month is 25GB. If you exceed your bandwidth your website will automatically be disabled until either you upgrade your hosting package to increase your bandwidth, or the 1st of the next calendar month.

6.3.1. Excess bandwith usage will be charged at 0.10 pence per GB over and invoiced.

6.4. Sarah Hayes shall use its reasonable endeavours to ensure that the Servers and the data contained therein are safeguarded from damage, accident, fire, theft and unauthorised use. Unless a backup service is purchased backups are the sole responsibility of the client.

6.5. Sarah Hayes shall be entitled to temporarily suspend or disable a Client's services at any time in order to protect all and any Internet solutions provided by Sarah Hayes from time to time when necessary.

6.6. The use of the following types of software is not permitted :

6.6.1. P2P public file sharing software such as, Napster, Kazaa, and Morpheus;

6.6.2. or, Internet Relay Chat (IRC) software, such as mIRC.

7. Registration of domain names.

The following shall apply where the Services include or consist of domain name registration services:

7.1. The Client acknowledges that, whilst Sarah Hayes shall use its reasonable endeavours to successfully register the requested domain name, Sarah Hayes shall not be obliged to accept any request to register or continue to process any registration of a domain name

7.2. The obligations of Sarah Hayes in relation to domain name registration shall be limited to forwarding the application to the relevant naming authority, providing reasonable administration services in relation to the application and notifying the result of the application within a reasonable period after communication from the authority. Sarah Hayes will use reasonable endeavours to notify you of any renewal dates however Sarah Hayes accepts no liability for any use or retention of any domain name which is registered.

7.3. Sarah Hayes makes no representations or warranties (expressed or implied) of any kind (and they are expressly disclaimed) with respect to availability or likelihood of successful registration of any domain name.

7.4. The Client shall check the domain name as reported on any of the Company's documents sent to the Client, such as the invoice, customer information sheet or otherwise, is spelt correctly. In the event of any error, the Client should notify the Company promptly and in any event within 24 hours of receiving such document.

7.5. The Client shall at all times comply with the terms and conditions (from time to time subsisting) for the registration of domain names published by the relevant naming authority and generally to the terms and conditions of any such authority having similar force and to which the client may become subject as a result of services provided by Sarah Hayes.

7.6. Sarah Hayes may from time to time change the registrar that a domain is held with. The Client agrees to allow Sarah Hayes to do so as it sees fit and without notice.

7.7. The Client acknowledges that in the course of maintaining a domain name registration, Sarah Hayes may be required to provide relevant and current contact information for registrants.

8. Obligations of the client

The Client agrees that it shall:

8.1. Immediately notify Sarah Hayes if it becomes aware of any unauthorised use of all or any of the Services and/or Servers;

8.2. Not use the Services and/or Servers for any unlawful purpose or for the publication, linking to, issue or display of any unlawful material (which shall include without limit any pirated software or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, harmful, defamatory or which breaches the rights (including without limit IPRs) of any third party or which is or encourages criminal acts or contains any virus, worm, trojan horse or other harmful code) whether under English law or regulation, the laws or regulations of the Clients country or any other place where the results of such purpose or such material can be accessed;

8.3. Not use the Services and/or Servers for the publication, linking to, issue or display of any material which in the absolute discretion of Sarah Hayes may harm Sarah Hayes or any of its clients or bring Sarah Hayes into disrepute or may call into question any action taken by Sarah Hayes on the Client's behalf;

8.4. Not use the Services and/or Servers in breach of good Netiquette practices;

8.5. Ensure that it has all necessary consents, permissions and licences to make use of the Services including without limit registration under the Data Protection Act 1984 and 1998;

8.6. Not provide any technical or other information obtained from Sarah Hayes and/or relating to the Services or the Contract to any person, company, firm or government which the Client knows or ought reasonably be aware may directly or indirectly lead to a breach of any English law or regulation;

8.7. Not, in breach of good Netiquette practices, use any service provided by any third party (including without limit an Internet website and/or e-mail) for the publication, linking to, issue or display of any material which refers to an Internet website hosted by Sarah Hayes or any other services offered by Sarah Hayes from time to time;

8.8. Ensure that all material or data hosted by Sarah Hayes on any website operated by the Client from time to time or communicated through such site or using the Servers is checked for viruses and other harmful code;

8.9. The client should keep back ups of all data hosted at Sarah Hayes for any website operated by the Client from time to time; and

8.10. Promptly notify Sarah Hayes of any change to its communication address and the Client acknowledges that Sarah Hayes shall not be liable for any costs, damages or loss which the Client may suffer or incur as a result of failure to notify such changes to Sarah Hayes.

8.11. Download and delete all their stored e-mail on Sarah Hayes’s servers at least once every 30 days.

8.12. To ensure their usage of stored e-mail does not exceed the purchased quota. Sarah Hayes operates a default mail quota of 5MB and e-mail will be returned to sender should this level be exceeded.

8.13. The Client acknowledges that in order to make proper use of the Services it should have a basic knowledge of how the Internet functions and what types of use are and are not acceptable. The Client acknowledges that Sarah Hayes shall have no obligation to:

8.13.1. Manipulate any material which the Client wishes and/or does post on any website it operates or any communication which it issues or sends in connection with any of the Services; or

8.13.2. Validate or vet such material for usability, legality, content or correctness.

8.14. If a website becomes hacked Sarah Hayes reserve to right to disable the hosting account immediately. Sarah Hayes will not be responsible for any lose of business caused by disabling the hosting account or website.

8.15. The Client agrees to keep updated any Content Management Systems such as Joomla, Wordpress, extensions, plug-ins or any other scripts. If such scripts are not updated and the site becomes hacked or puts the hosting account and/or other accounts on the server at risk from hacking or blacklisting then Sarah Hayes reserves the right to disable or delete the hosting account immediately. Sarah Hayes will not be responsible for any lose of business caused by disabling the hosting account or website.

8.16 If any Content Management Systems such as Joomla, Wordpress, extensions, plug-ins or any other scripts are not updated, and this leads to your website being vulnerable, Sarah Hayes reserves the right to disable or delete the hosting account immediately. Sarah Hayes will not be responsible for any lose of business caused by disabling the hosting account or website.

9.17 The Client will ensure that all files uploaded to the website have been scanned for viruses and malware. It is the Client's responsibility to ensure all files are virus and malware free. If any files uploaded to the server are infected, Sarah Hayes reserves the right to disable the hosting account or website and/or delete the files without notice. Sarah Hayes will not be responsible for any lost of business caused by disabling the hosting account or website.

9. Email abuse and Spam

9.1. The sending of spam email or emails to multiple addresses is prohibited without prior agreement.

9.2. The sending of emails to multiple address must be through an approved 3rd party Newsletter /Mailing List service such as MailChimp or iContact to ensure the minimum impact on the server.

9.3. You must operate and opted in mailing list

9.4. Sarah Hayes reserves the right to remove permission to send emails to multiple email addresses at anytime and without notice.

9.5. If you are found to be breaking any Spamming laws all services may be terminated or suspended without warning.

9.6. In the event that your actions result in the server being blacklisted you may be liable for any costs resulting from your actions.

9.7 You must operate an opt in opt out mailing list.

10. Price

10.1. The current price payable for the Services shall be as specified on the order form or invoice. Sarah Hayes agrees not to increase the prices it charges the Customer at least until the end of the initial term. The price is non-refundable. Sarah Hayes shall be entitled to vary its prices from time to time however we shall give you at least one month’s notice of such increase and if you are not satisfied with such increase then you will be entitled to terminate the Contract by giving us written notice within one month of the date of the variation notice failing which you shall be deemed to have agreed to the variation.

10.2. The price covers permitted bandwidth (monthly transfer limit) as specified on the site. If you exceed this limit then Sarah Hayes reserves the right to make additional charges for usage above the limit at the prevailing charge rate as stated on the Site. We will endeavour to let you know if your bandwidth use exceeds the agreed level however it is your responsibility to monitor the bandwidth being used by you from your web statistics page.

10.3. All prices quoted to the Client for the provision of services by Sarah Hayes are exclusive of any value added tax for which the Client may be additionally liable at the applicable rate. Where the Services are purchased with a monthly payment plan comprising a set up fee, this fee is payable immediately. Where a long term contract is purchased, the set up fee is included within the total payment.

11. Payment

11.1. The price and all other amounts due under the Contract shall be paid by the Client by the due date and in the currency as specified in Sarah Hayes’s invoice. Payment shall only be deemed received by Sarah Hayes upon receipt of cleared funds. Payment shall be made in full without any abatement, set off or deduction on any goods.

11.2. Where the Services include or consist of registration of domain name services, Sarah Hayes shall be entitled to raise an invoice for payment to the appropriate naming authority and for the hosting that name specifying the date by which payment by the Client must be made. Failure for any reason by the Client to make payment before the specified date will entitle Sarah Hayes to release the Client's domain name without any liability for loss suffered by the Client howsoever arising.

11.3. It is of the essence of the Contract that the Contract price and all other amounts due from the Client under the Contract are paid on time. You shall be responsible for any and all expenses incurred by Sarah Hayes in recovering overdue amounts and shall pay interest on them (before and after judgment) at annual rate of 5% above the base lending rate of Bank of England calculated daily until payment is made in full.

11.4. To ensure continuity of service you must ensure that payment and renewal of your hosting account is made before the renewal date.

11.5. Failure to settle all amounts before the renewal date will result in automatic termination and/or suspension of services.

11.6 If an account is terminated or suspended due to non payment and/or not renewing the account before the renewal date there will be a £10.00 reactivation charge, which is payable before the account will be reactivated.

12. Intellectual property

12.1. All IPRs relating to the Services provided by Sarah Hayes are and shall remain the property of Sarah Hayes. All rights in the design and arrangement of the Site, text and graphics and all software compilations, underlying source code, and all other material on the Site are reserved to of Sarah Hayes Internet Services Limited or its licensors. Except as expressly provided below, nothing contained in these term of use or on the Site shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other IPRs.

12.2. Sarah Hayes and all other names, images, pictures, logos and icons identifying Sarah Hayes or its services are trade marks of Sarah Hayes Internet Services Limited in the UK and other countries. Other product and company names mentioned on this Site may be trade marks of their respective owners.

13. Indemnity

13.1. The Client agrees to fully indemnify and keep Sarah Hayes, its subsidiaries, affiliates, officers, partners, employees and agents fully indemnified from and against all actions, demands, costs (on a fully indemnity basis), losses, penalties, damages, liability, claims and expenses (including but not limited to legal fees) whatsoever arising from your breach of the Contract, your use or misuse of the Services, any claims by third parties as to ownership or other rights to use a Domain Name where one has been registered by or transferred to Sarah Hayes at your request or arising in any way by the Client infringing (whether innocently or knowingly) third party rights (including without limit intellectual property rights).

14. DISCLAIMER

14.1. Nothing in the Contract or these Conditions shall exclude or limit the liability of Sarah Hayes for death or personal injury resulting from its negligence or fraudulent misrepresentation nor affect the statutory rights of consumers.

14.2. To the fullest extent permitted by law the Site and its contents is provided by Sarah Hayes on an "as is" and "as available" basis and no representations or warranties (expressed or implied) of any kind are made (and they are expressly disclaimed) with respect to the Services, the Site or its contents including, without limit, warranties of merchantability and fitness for a particular purpose. Further, Sarah Hayes does not represent or warrant that: (i) the Services will meet your requirements; (ii) the Services will be uninterrupted, timely, secure, or error-free; (iii) any results obtained from using the Services will be accurate, complete or current.

14.3. You acknowledge that the allocation of risk in this contract reflects the price paid for the Services and that it is not within the control of Sarah Hayes how or for what purposes the Services are used. If any exclusion in this license is held to be invalid and Sarah Hayes becomes liable for loss or damage that may lawfully be limited then such liability shall be limited to the amount paid by you for the Services.

14.4. Sarah Hayes shall have no liability to the Client for any loss arising from any material, data or instructions supplied whether digitally or otherwise by the Client or on its behalf which is incomplete, inaccurate, illegible, out of sequence or in the wrong form or arising from late arrival or non-arrival or any other fault by the Client or on its behalf.

14.5. Sarah Hayes is not responsible for any delay, malfunction, non performance and/or other degradation of performance of any of the Services caused by or resulting from any alteration, modification and/or amendments due to changes and specifications requested or implemented by the Client whether or not beyond the Services already supplied. Sarah Hayes reserves the right to raise additional charges for any work so arising.

14.6. If any Services are or become unavailable then Sarah Hayes will use reasonable endeavours to repair and reinstate the service within 24 hours of detection depending on the severity of the failure. If failure is caused by the Client or any agent of the Client to whom access to Servers was given, then the Client shall pay all costs to reinstate and/or repair the Server. Where such unavailability is due to the negligent failure of Sarah Hayes to deal with circumstances within its control and is for more than a total of 24 hours in any 30 day period or for any 6 consecutive hour period then Sarah Hayes will at its discretion either pay to you compensation, limited to a refund of the fee paid by you, for the unavailable Services or provide you with a credit up to the same amount.

14.7. Neither Sarah Hayes nor anyone else who has been involved in the creation, production or supply of the Services shall be liable to the Client or any other person for any loss in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof by reason of or in connection with the Contract or the Services for any:

14.7.1. economic loss of any kind whatsoever, or

14.7.2. loss of profit, business contracts, revenues or anticipated savings, or

14.7.3. damage to the Client's reputation or goodwill, or

14.7.4. loss resulting from any claim made by any third party, or

14.7.5. special, indirect or consequential loss or damage of any nature whatsoever, and the Client shall indemnify Sarah Hayes from and against any claim which may be made against Sarah Hayes in respect thereof. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for consequential or incidental damages and therefore the above may not apply to you.

14.8. If Sarah Hayes is prevented or delayed in or from performing any of its obligations under the Conditions or the Contract due to circumstances beyond its control such as but not limited to governmental acts, war, riots, strikes or trade disputes (including by and with our own employees), technical failure, general availability of the Internet, power failure, communications failure, weather, flood, fire or explosion, natural or local emergency Sarah Hayes shall not be liable for this.

15. Confidentiality

15.1. All confidential information of either party or of any of its customers disclosed to or discovered by the other as a result of the provision of the Services shall be regarded as disclosed in confidence and shall only be used in connection with the performance of its obligations under the Contract and not be passed on to third party and/or in any way be made use of at any time either during or after the termination of the Contract save with consent of the other or which comes into the public domain (otherwise than through the unauthorised disclosure by the other).

15.2. The Client shall promptly notify Sarah Hayes if it becomes aware of a breach of confidence in relation to the Services and/or the Contract and shall give Sarah Hayes all reasonable assistance in connection with any proceedings Sarah Hayes may institute against a third party at Sarah Hayes’s expense. Sarah Hayes may be required, in the course of maintaining domain names to provide registrars with current registrant information.

15.3. Unless otherwise agreed, our severs and backup servers are within the UK or Europe.

16. Privacy

16.1. For quality control purposes your telephone conversations with Sarah Hayes staff may be recorded from time to time.

16.2. The information you provide to us will be stored on computer. We are committed to protecting your privacy. We and any of our associated companies may use the information you provide us to provide a more personalised service and to tell you about changes in our and their service or any new services which we think you will find valuable. If you object to any of these uses at any time, then please inform us by writing to Sarah Hayes at the address set out in the "contact us" section at the Site. We may also use such information where and to the extent of any requirement to comply with any applicable law, legal process or to enforce any of these Conditions.

16.3. We will not monitor, edit or disclose the content's of any private communications transmitted via the Servers unless required to do so by law or in the good faith belief that such action is necessary to conform or comply with applicable law, to protect and defend the rights and/or property of Sarah Hayes or to protect the personal safety of any of our clients or the public.

16.4. Unless otherwise agreed, our severs and backup servers are within the UK or Europe.

17. Cookies

17.1. Cookies are bits of electronic information that a web site can transfer to your hard drive to help tailor and keep records of your visit to the Site. Cookies allow us to better customise visits to the Site to your individual preferences, helping us provide you with the best possible service on our Site. Most major web sites use cookies and their use is standard on the Internet. Most Internet browsers automatically accept cookies but you can change your settings so that you are notified whenever you are sent a cookie.

18. Termination

18.1. The Contract may be terminated:

18.1.1. immediately by Sarah Hayes if the Client fails to pay any sums due hereunder within 14 days of their due date;

18.1.2. immediately by either party to the other if the other commits any material breach of any these conditions and which (in the case of a breach capable of being remedied) has not been remedied within a reasonable time period as may be specified in a formal request in writing or by electronic email to remedy the same;

18.1.3. immediately by written notice from Sarah Hayes if the Client commits any material breach of any these conditions which may impact the Services or Servers of Sarah Hayes or the ability of Sarah Hayes to provide the services;

18.1.4. immediately by either party if the other shall convene a meeting with its creditors or if a proposal shall be made for a voluntary arrangement within part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme of arrangement with (or the assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or if a trustee receiver or administrative receiver or similar officer is appointed in respect of all or any of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or any other

steps are taken for the winding up or the making of an administrative order (otherwise than for the purposes of a solvent amalgamation or reconstruction).

18.2. In the event that Sarah Hayes is entitled to terminate the Contract for any reason then it shall in the alternative at its sole discretion be entitled to suspend the Services for such period as Sarah Hayes shall determine.

18.3. Upon termination or expiry of the Contract all amounts payable by the Client to Sarah Hayes shall become immediately due and Sarah Hayes shall be entitled to immediately cease the provision of the Services.

19. Foreign jurisdictions

19.1. The Site may contain references or cross references to services that are not available in every country. We do not represent that all Services and content , materials and services on the Site are appropriate or available for use in all geographic locations, and accessing such from certain locations may be illegal and prohibited. Your

access to the content, materials and services on the Site from such locations is at your own initiative and we are not responsible for your compliance with local laws or other applicable laws. You will not access the foregoing if prohibited by law.

19.2. Any translation of these Conditions into a language other than English is for the convenience of the Client only and it is agreed that the English language version of these Conditions at http://www.sarahhayes.co.uk shall be relied on by the parties and shall prevail in the event of any differences.

20. Backups

20.1. All backups taken by Sarah Hayes are complimentary.

20.2. Clients must ensure that they have their own off-site backups on their website, databases and emails.

21. Miscellaneous

21.1. Any failure or delay by either party in exercising any rights or remedy will not constitute a waiver.

21.2. Any notice or other communication to be given by a party under this Agreement must be in writing and must be given by delivery at or sending by first class post or by E-mail or facsimile transmission to the last known postal, E-mail address or relevant telecommunications number of the other party. Notices shall be deemed to have been received when in the ordinary course of the means of transmission it would be received by the addressee. To prove the giving of a notice it shall be sufficient to show it was despatched. A notice shall have been effect from the sooner of its actual or deemed receipt by the addressee.

21.3. Any termination of this Agreement shall be without prejudice to any other rights or remedies which a party may be entitled to hereunder or at law and shall not effect any previous rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into continue in force upon or after such termination.

21.4. If any provision of these Conditions is held by any competent authority to be unlawful, invalid or unenforceable in whole or in part then the provision shall be deemed to be severable from the remaining provisions and shall not affect their validity or enforceability.

21.5. Your use of this Site and the Contract will be governed by English Law and will be deemed to have occurred and been made in England. If you have any disputes with us or any other aspect of the Site then these will be exclusively resolved in the English Courts.

21.6. The Client shall not share, re-sell or attempt to share or re-sell the Services, transfer or attempt to transfer this Contract or permit any third party to use and/or access any of the for any purpose without prior consent of Sarah Hayes.

21.7 If any of the terms in this agreement are broken and such action puts Sarah Hayes, the service, servers or other clients at risk, Sarah Hayes reserves the right to disable or delete the hosting account immediately. Sarah Hayes will not be responsible for any lose of business caused by disabling the hosting account or website.