WEB DESIGN AND DEVELOPMENT TERMS AND CONDITIONS AGREEMENT

Definition of Terms.

1. Authorisation.

The CLIENT is engaging Sarah Hayes, as an independent contractor for the specific project of developing and/or improving a World Wide Website to be installed on the CLIENT’s web space located on an 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 or programs that need to be accessed for this project.
Should the CLIENT choose to host the website with a 3rd party ISP 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 ISP regarding all support matters.
The client also authorises Sarah Hayes to publicise the completed website to free web search engines, as well as other web directories and indexes. The client also agrees to allow Sarah Hayes to use the website and screenshots as a reference in her advertising and marketing material.

Sarah Hayes represents and warrants to the CLIENT that she has the experience and ability to perform the services required by this CONTRACT; 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.

Sarah Hayes will execute this development as specified by the CLIENT requirements as terms of the CONTRACT and incorporate in this CONTRACT. This website includes the number of pages specified in the SPECIFICATION and/or QUOTATION. In case the CLIENT desires additional standard web pages beyond the original number of specified in this CONTRACT, the CLIENT agrees to pay £25.00 per additional standard web page. There will be no reduction in cost if the client chooses to reduce the number of pages once development has commenced. Where additional custom programming is required this will be charged at the standard programming rate of £65.00 per hour. Payment for additional work is due on instruction.

This CONTRACT does not include any maintenance. Web page and website maintenance will be the responsibility of the CLIENT. If a maintenance service agreement 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 within a two-week period up to an average of 15 minutes per 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. If the CLIENT or an agent other than Sarah Hayes attempts to update the CLIENT’s pages during this time, time to repair the website or pages will be assessed at the hourly rate of £25.00 per hour and is not included as part of the modification time.

All services agreed to in this CONTRACT shall be sold for the price specified in the QUOTATION. Payment 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

Payment by cheque and postal orders: Payment by cheque or postal order is only acceptable by prior agreement. If paying by cheque or postal order additional terms and conditions may apply to your project and there may be an additional administration charge to cover the time and inconvenience of banking your payment.

• A minimum deposit of twenty five percent (25%) 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.
• A further twenty five percent (25%) is payable when the screenshots have been produced and the design concept approved or the design concept is used.
• Twenty five percent (25%) of the cost is due when 50% of the development is complete.
  
• Fifteen percent (15%) is payable when the site is put on-line in a draft directory of Sarah Hayes for the CLIENT’s viewing. There is then a period of up to 10 days during this which the site is made available for testing and correcting typographical errors, minor design changes and other corrections will be made according to the instructions of the CLIENT and these terms and conditions. Errors and amendments will be corrected within 5 days of being reported.
  
• The final ten percent (10%) payment made in full no later than 7 days from the date the site was completed and before the site will be moved to the main directory or web space of the CLIENT. Marketing of the site in search engines and directories will not occur until after final payment is made.

• A minimum deposit of fifty percent (50%) is payable on instruction
• When the template is complete it will be installed on my test server for viewing. There will be a period of 5 days during which minor changes to styling will be made.
  
• The final fifty percent (50%) is payable on completion and before the template in handed over.
  

7. Additional Expenses.

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

8. Additional Services.

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

9. Completion Date.

Sarah Hayes and the CLIENT must work together to complete the website in a timely manner. Much of this depends on receiving the appropriate images, text and payments from the CLIENT on time. We agree to work expeditiously to complete the website in a professional and timely fashion. If however the completion of the site has been delayed due to the client not supplying data, text, images or payments then the balance of the project will become due 14 days after we have completed development of the website structure, programming and pages minus their content. 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. Sarah Hayes will be responsible for the final results of the project.

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 Web Pages.

Copyright to the finished, assembled work of web pages, templates, websites, source code and instruction manuals produced by Sarah Hayes are owned by Sarah Hayes. Upon full and final payment of this CONTRACT, the CLIENT is assigned rights to use as a website, the design, graphics and text 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 of their respective owners.

Re-selling 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 or on one website only.

13. Authorship Credit.

Sarah Hayes will include a byline, hyperlink and/or mata tags establishing authorship credit.

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.

15. Cancellation.

In the event that work is postponed or cancelled at the request of the CLIENT, the CLIENT will forfeit any deposit paid under this AGREEMENT. Sarah Hayes shall have the right to bill pro rata for work completed to the date of that request and for any software, scripts images or other items purchases for the project, while reserving all rights under this CONTRACT. If additional payment is due, this shall be payable within 7 days of the CLIENT’s notification to stop work. In the event of cancellation, the CLIENT shall also pay any expenses incurred by Sarah Hayes and Sarah Hayes shall own all rights to the work. The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.

16. Refund Policy.

If the CLIENT applies by registered letter within seven (7) days of signing this CONTRACT, work already completed shall be billed at the standard hourly rates (as shown on this website), per hour and deducted from the initial payment. If the work that has been completed is beyond the amount covered in the initial payment, the CLIENT shall be liable to pay for all work completed.

17. 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. In case collection proves necessary, the CLIENT agrees to pay all fees incurred by that process.

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.

WEB HOSTING AND EMAIL TERMS AND CONDITIONS AGREEMENT

1.    Introduction

Sarah Hayes 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"  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 BromleyNet (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.Sarah Hayes.co.uk
2.10.            “Attachments” Means Proposal and/or Quotation
2.11.            “Standard Hourly Rate”   £45.00 per hour
2.12.            “Emergency/Weekend Hourly Rate” Standard Hourly Rate plus 50%

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 the following link on a regular basis for changes at http://www.sarahhayes.co.uk

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.

5.1.              You are responsible for the security and proper use of all Keywords and passwords and must take all necessary steps to ensure that they are kept confidential, used properly and not disclosed to unauthorised people.
5.2.             You must inform us immediately if you have any reason to believe that any Keyword has become known to someone not authorised to use it or if any Keyword is being or is likely to be used in an unauthorised 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 Keywords whether authorised by you or not.
5.4.             If you forget any Keyword you should contact us and subject to you satisfying certain security checks you will be given a new Keyword to enable you to use the Services.
5.5.            To gain FTP access you will be required to provide me with your IP address. Only this IP address will be authorise and able access the server.

5.5.1.    You may change the IP address every 7 days. Additional changes may attract an additional charge
5.5.2.    IP address can only be authorised Monday – Friday 9am to 4pm excludes Bank Holidays

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 on 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 2GB.

6.3.1.    Excess bandwith usage will be charged at 0.05 pence per MB 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.
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.

7.1.            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.

8.1.            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.             Keep back ups of all data hosted by Sarah Hayes on 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.

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 Newsletter /Mailing List software 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.

10.    Price

10.1.    The current price payable for the Services shall be as specified on the order form. 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.    Failure to settle all amounts within 14 days of the due date may result in withholding of further Services and/or suspension of existing Services.
11.5.    Failure to settle all amounts before the renewal date will result in termination and/or suspension of services.

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.

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.

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.    Service level

20.1.    The Customer can apply for service credits for service disruptions or failures in accordance with Schedule 1. This shall be the sole remedy available to the Customer for service disruptions or failures.

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.