Terms of Service

1. Definitions

1.1. In these Terms the following words have the following meanings:

“The Client” (“You”) means the person, firm, company or organization who instructs Nefertiti Designs to perform The Services.

“The Contract” means the terms and conditions set out in this document and The Quotation.

“Client Material” means material provided by The Client for Nefertiti Designs to use in the development of the website.

"Nefertiti Designs" (“We”) means Nefertiti Designs 23 Archers Close Droitwich Worcestershire WR9 9LH.

“The Services” means services ( in whole or in part) agreed in the Contract to be delivered to the Client by Nefertiti Designs

“Domain Name” means the website address (URL) chosen by the client to access the website.

“The Website” means the website created by Nefertiti Designs at the Domain Name specified by The Client

“Software” means the software, applications, navigation models, information architecture, database structures, content management systems, third party applications, software engineering, functionality and other generic components used in the web site design;

“Bespoke Material” means the graphics, icons, text, branding, and other graphical and audio material created by Nefertiti Designs under these Terms;

“In Writing” means by post, facsimile or e-mail.

“The Visitor” means a third party who has accessed or viewed the website via the Internet.

2. Introduction

2.1. The Client wishes to establish a new website at the Domain Name.

2.2. Nefertiti Designs is engaged in business as a website developer and has agreed to supply and host a website for The Client upon the following terms and conditions.

3. Duties of Nefertiti Designs

3.1 In consideration of appropriate payment by the Client and subject to the terms and conditions of this Agreement, Nefertiti Designs agrees:

3.1.1 to develop and deliver the Website as set out in the agreement, and to the agreed timescale.

3.1.2 to advise the Client in relation to the Website Design and the production of the Web Pages

3.2 Where the Client has engaged third party suppliers in the provision of brand identity, design other material, the delivery obligations set out in Clause 3.1 will be conditional on the performance of these third parties.

3.4 Nefertiti Designs will commission third party web hosting

3.5 Nefertiti Designs will provide The Client training as set out in the Agreement to update the website or will arrange a maintenance contract with The Client to include updates

4. Duties of The Client

4.1 The Client will deliver drafts, concepts, text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials for use in accordance with this Agreement in the agreed format and will use reasonable efforts to ensure that it is correct, and update it when necessary.

4.2 The Client warrants that he/she has provided true accurate, current and not misleading information about themselves in the initial and subsequent registration forms. This information will include an email address that will be used for the client account.

5. Charges & Fees

5.1. The fees will be specified on the Order Form.

5.2. A deposit of 25% is required to commence work

5.3. Payment is due within 5 days of the date of the rendering of an account. When accounts become overdue interest will be payable on the amount outstanding at a rate of 4% per month above the base lending rate of HSBC Bank plc.

5.4. The Client agrees that upon delivery of an invoice he/she shall pay all amounts due in full and without deduction set off or counterclaim. Payment is due within 7 days of the date of the rendering of an account. When accounts become overdue interest will be payable on the amount outstanding at a rate of 4% per month above the base lending rate of HSBC Bank plc.

5.5. If a payment is not received after 14 days then Nefertiti Designs reserve the right to suspend access to the Client the website

5.6. If payment is not received after 28 days then Nefertiti Designs reserve the right to remove the website from the hosts

5.7. Nefertiti Designs reserve the right to change fees subject to giving one month written notice.

5.8. After the Client website has gone live then changes to the website design completed by Nefertiti Designs on behalf of The Client will be charged at our standard hourly rate. Billing will be in units of 15 minutes. For the purpose of clarity the client website has gone live when the website is no longer hosted on a development site and can be viewed from the clients’ domain name.

5.10. Such work will be tracked using the Nefertiti Designs Time Management System to ensure we deliver an excellent service. The Client will be sent an email on the creation, modification and closing of work monitored by Time Management. Time Management fees will be payable within 7 days of invoice date.

6. IP Addresses

6.1. Nefertiti Designs will maintain control and ownership of the IP address that is assigned to the Client as part of the Services. Nefertiti Designs reserves the right to change or remove IP addresses, using its best endeavours to avoid disruption for the Client.

7. Domain Names

7.1. The client is the intellectual owner of the domain name.

7.2. The client grants the usage rights of the domain name to Nefertiti Designs for the purpose of managing hosting the website and provision of email for the duration of the contract.

7.3. In the event of termination of the contract all usage rights of the domain name will revert to The Client.

8. Project Management

8.1. The Supplier will nominate an Account Manager who will respond to the Client’s enquiries and manage the Project.

8.2. The Client will nominate a Project Co-ordinator who will co-ordinate with the Account Manager and provide the information and documentation for the proper performance of the Project.

8.3. Nefertiti Designs offer the Client technical support by telephone and email between the hours of 9am to 5pm Monday to Friday, excluding bank holidays. Nefertiti Designs utilises the services of hosting systems that are monitored 24/7 to ensure maximum system uptime.

9. Software Licence & Rights

9.1. The Client grants to Nefertiti Designs a royalty-free, world-wide, non-exclusive licence to use the Client Software and all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the Website. For the avoidance of doubt, this Agreement does not transfer or grant to Nefertiti Designs any right, title, interest or intellectual property rights in the Client Software or website Content.

9.2. Nefertiti Designs may make such copies of the Client Content as may be necessary to perform its obligations under this Agreement, including back up copies of the Content. Upon termination or expiration of this Agreement, Nefertiti Designs will destroy such copies of the Content and other materials provided by the Client.

10. Copyright And Intellectual Property Rights

10.1. The Client shall be responsible for ensuring the accuracy of any specifications submitted by the Client,

10.2. The Client shall indemnify Nefertiti Designs against all loss, damages, costs and expenses awarded against or incurred by Nefertiti Designs in connection with, or paid, or agreed to be paid by Nefertiti Designs in settlement of any claim for infringement of Patent, Copyright, design, Trademark, or industrial or intellectual property rights of any other person which results from Nefertiti Designs’ use of the Client's specification.

10.3. The Client shall ensure that any necessary permissions, authorisations, licences or consents are obtained at its own expense prior to the Work being carried out and shall indemnify Nefertiti Designs against all loss, damages, costs and expenses awarded against or incurred by Nefertiti Designs in connection with any claim arising as a result of the Client's failure to obtain any such permissions.

10.4. The Client shall continue to own copyright of any text or graphics provided to Nefertiti Designs in connection with the Work that are unique and exclusive to the Client.

10.5. Nefertiti Designs shall own and continue to own copyright of any programming language; asp, html, java script, meta content or keywords, graphics, designs, scripts or other creative work produced by Nefertiti Designs as part of the work.

11. Data Transmission

11.1. Nefertiti Designs may collect, hold, control, use and transmit data obtained from and about the Client and visitors to the Website in the course of providing the third party web hosting services and the website. By accepting this agreement the Client agrees to such data being so used and further agrees that it may be transmitted to others in accordance with the Company's registration under the Data Protection Act 1998.

12. Acceptable Use Policy

11.1. The Client must comply with the Acceptable Use Policy for his/her website or and other services provided by Nefertiti Designs.

11.2. The client or those acting on his/her behalf must not use the Service to obtain unauthorised access to any computer, system or network. Unlawfully accessing or damaging data in a computer is not only a breach of the Acceptable Use Policy but it may also be a criminal offence punishable by fine, imprisonment or both. If you do not have authorisation, you must not:

11.2.1. access or use any data, systems or networks;

11.2.2. probe, scan or test the vulnerability of a system or network;

11.2.3. breach any security or authentication measures for a system or network; or

11.2.4. attempt to gain access to the account of any other user.

11.3. The Client must not use the Service in a manner which interferes with the rights of other users or which breaches Internet etiquette. You must not:

11.3.1. monitor data or traffic on any network or system if you do not have the authorisation of the owner of the network or system to do so;

11.3.2. forge any TCP-IP packet header, any part of the header information or an email source address in an email or newsgroup posting;

11.3.3. provide false user information to Nefertiti Designs or other users;

11.3.4. send large amounts of unsolicited or unwanted email to individuals or individual business accounts;

11.3.5. gain access to a person's private information (or attempt to do so); disobey the rules of any newsgroup, forum, email mailing list or other similar group; or

11.3.6. post the same or similar messages to one or more newsgroups (including by excessive cross-posting or multiple-posting, also known as 'spam').

11.4. You must not use the Service in a manner that may interfere with the technical operation of the Service or any other computer, system or network.

11.5. You must not attempt to interfere with the regular workings of Nefertiti Design’s systems or network connections. Nefertiti Designs may override any attempt by you to specify a particular traffic routing pattern. You must not impair the ability of other people to use Nefertiti Designs systems or the Internet.

11.6. You must not use the Service as a staging ground to disable other systems.

11.7. In using the Service, you must not break any laws or infringe the rights of other persons. For example, you must not:

11.7.1. distribute or make available any abusive, obscene, defamatory or pornographic material;

11.7.2. distribute or make available any material which would be classified R or X (or refused classification) by the Classification Board; or

11.7.3. copy any material if you do not have the owner's permission to do so.

11.8. To detect and deal with breaches of the Acceptable Use Policy, Nefertiti Designs may take the following actions:

11.8.1. Nefertiti Designs will co-operate with other Internet service providers to control unacceptable user behaviour.

11.8.2. Nefertiti Designs may give details of users who are suspected of breaking any laws in connection with the Service to the police and to other law enforcement agencies.

11.8.3. Nefertiti Designs may implement technical mechanisms to prevent behaviour which breaches this Policy (for example, which block multiple postings before they are forwarded to their intended recipients).

11.8.4. Nefertiti Designs may exercise any rights it has under its contract with the Client whose account is being used in breach of this Policy. Such rights include the right to suspend or terminate the Client's use of the Service.

11.8.5. Nefertiti Designs may take any other action it deems appropriate, including taking action against offenders to recover relevant costs and expenses.

12. Restrictions

12.1. The Client acknowledges and agrees that the services and the Nefertiti Designs company names and logos and related product and service names, design marks and slogans, are the property of Nefertiti Designs or suppliers (collectively, the “Marks”). The Client is not authorised to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of Nefertiti Designs. The Client’s use of the Services confers no title or ownership in the Service, the Software or the Marks and is not a sale of any rights in the Service, the Software or the Marks. All ownership rights remain in Nefertiti Designs or its third party suppliers, as the case may be

12.2. The Client represents, covenants and warrants that he/she will use the services only in compliance with the Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity or defamation). The Client agrees to indemnify and hold harmless Nefertiti Designs against any damages, losses, liabilities settlements and expenses (including without limitation costs and reasonable legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to the Client’s use of the Services. Although Nefertiti Designs has no obligation to monitor the content provided by the Client or the Client’s use of the Services, Nefertiti Designs may do so and may remove any such content or prohibit any use of the Services it believes may be (or is alleged to be) in violation of the foregoing.

12.3. The Client represents warrants and undertakes that the Client content is:

12.3.1. Legal proper decent honest and accurate and that its compliant with all relevant laws and codes prevailing without limitation the British codes of Advertising Practice and all other codes under the general supervision of the Advertising Standards Agency

12.3.2. Not an advertisement under the Financial Services Act 1986

12.4. The Client represents warrants and undertakes that the Client content;

12.5.1. will not contain obscene indecent or unlawful material nor will sell or offer to sell pornographic, escort services, illegal goods, drugs, pirated computer programming or instructions on how to assemble or otherwise make bombs grenades or other weapons

12.5.2. will not contain material that exploits children

12.5.3. will not contain material that infringes the copyright trademark, database patent, moral or any other intellectual property rights of any third party

12.5.4. complies with all applicable laws

12.5.5. will not contain defamatory libelous or any other untrue material

12.5.6. will not contain any computer virus

12.5.7. will not contain any material likely to harm the reputation or good will of Nefertiti Designs

12.4.8. The Client agrees that he/she will not upload any malicious code.

13. Limitation Of Liability

13.1. Except as expressly provided Nefertiti Designs gives no warranty in relation to the provision of services under this Contract and all warranties whether express or implied are hereby excluded.

13.2. Nefertiti Designs excludes liability to the full extent as permitted by law to the Client incurred out of or in connection with this contract including without limitation for breach of contract, misrepresentation, loss of profit or goodwill, any special direct indirect or consequential loss.

13.3. Notwithstanding the provisions contained in 13.2 the maximum liability of Nefertiti Designs to the Client is £250.

14. Indemnity

16.1. The Client agrees to defend, indemnify and hold Nefertiti Designs its affiliate and related companies harmless from any and all liabilities, costs and expenses, including reasonable legal fees and associated costs, related to any violation of this Agreement by you or users of your account, or in connection with the use of the Nefertiti Designs Web Site or the Internet or the placement or transmission of any message, information, software or other materials on the Site or on the Internet by The Client or users of your account.

15. Termination

15.1. Either party can terminate this Contract on giving 3 months notice in writing to the other party.

15.2. Termination by notice under this paragraph does not avoid any liability for Service already provided

15.3. In the event of cancellation of this Contract the Client shall indemnify Nefertiti Designs in full against all loss, costs, charges and expenses incurred by Nefertiti Designs up to the moment of termination.

16. Breach of Contract

16.1. If The Client commits a breach of this Contract and if it is possible to remedy, fails to remedy the breach within a reasonable time of written notice to do so or if it is not possible to remedy the breach; or Nefertiti Designs believes the Contract is being used in a manner prohibited under paragraph 8 even if the Client is unaware that the Contract is being used in such a way Nefertiti Designs can terminate this Contract without notice, and claim for the resulting losses or expenses. If Nefertiti Designs suspends the Contract, Nefertiti Designs can refuse to restore the Contract until Nefertiti Designs receives an acceptable assurance from the Client that there will be no further breach of this Contract

17. Assignment

17.1. Neither party shall have any right or ability to assign, transfer, or sub-license any obligations or benefit under this Agreement without the written consent of the other (and any such attempt shall be void), except that a party may assign and transfer this Agreement and its rights and obligations under this Agreement to a third party who succeeds to substantially all its business or assets.

18. Website Link

18.1. The Client shall allow Nefertiti Designs to add a link to Nefertiti Designs into The Clients’ website, and to include a footer identifying the role of Nefertiti Designs as webmaster

19. Force Majeure

19.1. Nefertiti Designs shall not be liable to the Client if it is prevented from or delayed in the delivery of the Goods or performance of the Services due to circumstances beyond the reasonable control of Nefertiti Designs including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, riot, civic commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or other reasons.

20. Governing Law And Jurisdiction

20.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties accept the non-exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with this Agreement.

21. Confidentiality

23.1. The Client shall keep in confidence any confidential information relating to the Contract and Quotation obtained from Nefertiti Designs and must not disclose such information without Nefertiti Designs’ written consent, even after termination of the contract.

22. General

22.1. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22.2. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees.

22.3. This Agreement is drawn up in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.

22.4. If any portion of this Agreement is illegal or unenforceable, such portion(s) be excluded from this Agreement to the minimum extent required and the balance of this Agreement shall remain in full force and effect and enforceable.

22.5. The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

23. Acceptance

23.1. Upon publishing the website, the Client is deemed to have read and accepted the terms and conditions herein.