Artofdata.com Limited, General Terms & Conditions.
1. DEFINITIONS AND EFFECT OF CONDITIONS:
(a) “The Company” or “Artofdata.com” means Artofdat.com Ltd., of 47 Brooksby Road, Reading, Berkshire, RG31 6LZ
(b) “Us”, “We” or “Our” as described in Clause 1(a).
(c) “The Customer” or “The Subscriber” or “The Client” means the consumer, business or reseller whose name and address is invoiced for the supply of the Goods and Services (as hereinafter defined) by the Company to the Customer.
(d) “You” or “Your” as described in Clause 1(c).
(e) “Goods” are those goods specified on your order/invoice.
(f) “Bug” Any fault, error or malfunction in software which materially affects the operation of that software or associated website.
(g) Cancellation Fees: The sums payable by the Client in the event that it decides not proceed with the Project set out in the Specification.
(h) “Law” means the general laws of England and Wales from time to time including (without prejudice to generality of the foregoing) the criminal law, the laws relating to intellectual property and all laws, rules and regulations relating to or touching upon the publication or transmission of material or data in electronic form.
(i) “Contract” means the contract between the Company and the Customer for the provision of the Services, including any attached schedules or variation made.
(j) “Terms” and “Conditions” means in order of precedence this Terms and Conditions Agreement and any other document that the Company and Customer agree in writing. These conditions shall apply to and be incorporated into every agreement between the Company and the Customer under which the Company supplies Goods and/or Services at the request of the Customer.
(k) “Agreement” means the agreement between the Company and the Customer for the supply of Goods and/or Services.
(l) “Terminate Service” and “termination of Service” means indefinite and permanent ceasing of the Customer’s Service by the Company.
(m) “Suspend Service” and “suspension of Service” means temporary blocking or restriction of the Customer’s Service by the Company, but does not necessarily mean termination of the Service.
(n) These Terms and Conditions shall take precedence over any terms and conditions of the Customer and shall not be varied without the written consent of a Director of the Company.
(o) Nothing in these conditions will affect any of the Customers’ statutory rights as a consumer under the Sale of Goods Act 1979 (as amended at any time) or any other applicable legislation and to the extent that the Customer enters into the agreement as a consumer it will be a consumer contract under these conditions.
(p) “Maintenance Services” The services for the maintenance of the Project or provision of any and all continuous services as detailed in the specification.
(q) Words in the singular shall include the plural and vice versa, reference to any gender shall include the others and references to legal persons shall include natural persons and vice versa.
(r) The headings of these conditions are for convenience only and shall have no effect on the interpretation thereof.
The Company reserves the right to modify, suspend or discontinue any or all of the Services at its sole discretion, and without prior notice. The Company also reserves the right, on giving prior notice on-screen and/or in writing, to reasonably alter these Terms at any time.
(a) The Company has prepared the Specification in conjunction with the Client.
(b) All delivery times set out in the Specification are estimates and cannot be guaranteed.
(c) Delays arising as a result of waiting for client testing, feedback and any required content or materials will affect the delivery estimates.
(d) The Company will work strictly to the Specification only and any functionality that is not in the Specification will not be developed even if the Client believes it is implied or obvious.
4. FORCE MAJEURE (Frustration, etc.):
(a) The Company will not be deemed to be in breach of any of its obligations under the agreement or otherwise be liable to the customer due to any delay in performing or any failure to perform any such obligations by reason of any cause or event beyond the Company’s control (including without limitation breakdown of plant machinery, strike or industrial dispute, shortage of materials or failure of or delay in receiving supplies, act of war (whether declared or not), act of terrorism, Act of God, sabotage, inclement weather, fire, explosion, flood, or any law regulation of any government or any local or municipal authority, any failure or delay in providing any or defect in or fault relating to any telephone line or lease-line or other work supplied or to be supplied by any third party in connection with the agreement.
(b) If any such events continue for more than 90 days then either the Company or the Customer may terminate the Agreement forthwith by written notice to the Customer or the Company respectively without prejudice to the accrued rights of either the Company or the Customer.
(a) Unless otherwise stated any prices quoted by the company or payable to the company under the agreement are:
i. Exclusive of VAT (value added tax) and any other taxes.
(b) Prices are those prevailing at the time the order form was signed or as otherwise provided in the Agreement.
(a) All payments will be made in advance of receiving services. If any services are to be paid for monthly, the Customer must complete for the duration of the Agreement a direct debit or standing order form or credit card authorisation in the Company’s favour in respect of those payments.
(b) The Company may suspend the provision of any of the services without notice if any sum payable by the Customer in relation to the agreement is not paid on the due date for payment except to the extent that in the case of a consumer contract that results from the Customer lawfully offsetting against that sum an amount equal to any sum owed by the Company to the Customer for any breach of the agreement or the Customer persists in using the service other than in accordance with the agreement after notice from that Company requiring the Customer to comply with our AUP (acceptable use policies, which are available on the Internet and may be included with this ) or the Customer fails to perform any of its obligations under the Agreement. This will not relieve the Customer of the obligation to pay the agreed amount for the entire period of service or any other obligation to the Company.
(c) Where payment of any sum payable under the Agreement that is not paid by the Customer by the due date, the Company reserves the right to charge the Customer interest on any unpaid amounts calculated at 3% above National Westminster Bank PLC’s base rate for the time being in force and on a daily basis.
(d) No cash or other discount is allowed unless agreed with written consent by a Director of the Company.
(e) If the company is able to deliver some of the Goods and/or Services subject of the Agreement but is unable to deliver all the Goods and/or Services due to causes beyond its control (including but not limited to the examples referred to in Clause 4 hereof) the customer shall pay for such Goods and/or Services received as delivered.
(a) The Company will provide the Services as detailed in the Specification.
(a) All drawings, descriptive weights, dimensions and the descriptions and illustrations contained in the sales literature and price lists are approximate only and do not form part of this Agreement. In addition, drawings or other technical documents issued either before or after the conclusion of the Agreement for the use or information of the Customer and such other information of the Customer and as may be supplied to the Customer, including specifications shall not be copied, reproduced or communicated to any third party without the Company’s prior written consent.
(a) Development will commence once any required approvals are received.
(c) Feedback that requests alterations to be made to parts of the development that have already been changed as a result of earlier feedback will be subject to surcharges.
(d) Upon acceptance, the Company will take the required time for internal testing before preparing the Project for launch.
(e) Subsequent to launch, Bugs will be resolved as part of the maintenance services if specified, alternatively Bug fixing may incur surcharges.
(f) The Company reserves the right to apply surcharges where services are required to address issues caused as a result of the Client’s failure to update to the latest revision or update within a reasonable amount of time. This does not apply to clients on a maintenance agreement.
10. SPECIFICATION CHANGES
(a) Any changes to the Specification will be documented and additional charges may be applied and will require written agreement.
(b) Subsequent specification changes will require new specification, agreement and may incur additional design and development time and costs.
11. EXCLUSION OF LIABILITY
(a) Except where provided otherwise in these conditions, the Company shall be under no liability of whatsoever kind however caused, whether or not due to negligence or wilful default of the company or its servants or agents arising out of or in connection with the Goods and/or Services. All conditions, warranties or other terms, whether express or implied, statutory or otherwise, except with regard to the Company’s title to the Goods are hereby expressly excluded providing that nothing in this paragraph shall exclude or restrict any liability of the Company for death or personal injury resulting from the negligence of the Company or its servants or agents, and this sub paragraph (a) of Clause 11 will not apply to a consumer contract.
(b) In any event, the Company liability shall be limited to direct loss and shall not include indirect or consequential loss.
(c) The company shall not be liable for the loss or damage to software programmes during the repair or upgrade of any goods, whether or not the same are under warranty.
(a) The Client acknowledges that software is rarely fully free from bugs. The Company will endeavour to test their developments to identify and resolve bugs but can give no warranty or representation that the Project will be wholly free from bugs.
(b) The Company does not warrant or represent that the Project will work in any other hardware or software environment other than that as provided by or supplied to the Company on the date of launch.
(c) The Company does not warrant or represent that the Project will be compatible with any application, program or software not specifically identified in the specification.
(d) In advance of launch, the Company will resolve any bugs identified through internal testing or Client Testing. The Company may require additional time to the estimated delivery projection specified to resolve any identified bugs. •
(e) Subsequent to launch, the Company will resolve bugs identified as part of the maintenance within the service period.
(f) The Company reserves the right to suspend or withdraw services in the event of a malware infection.
13. COPYRIGHT, PATENTS, TRADE MARKS AND INTELLECTUAL PROPERTY RIGHTS
(a) The Customer acknowledges that rights in respect of trade-marks, trade names, copyrights, patents and other intellectual property rights connected with the goods do not pass to the Customer.
(b) The Customer agrees to indemnify the Company against all liabilities, costs and expenses which the Company may incur as a result of work done in accordance with the Customer’s specifications which involve infringement of any patent or other proprietary right.
The Company reserves the right to sub-contract any part of any work or supply of any Goods and/or Services. The Customer cannot sub-let space without prior written consent from a Director of the Company.
15. CONSTRUCTION AND USE
The company shall not be responsible for adapting or modifying any Goods and/or Services to conform to statutory requirements not current at the time when the Agreement is entered into.
(a) The Company shall be entitled by notice in writing to terminate the Agreement without prejudice to any claim or right the Company may otherwise make or exercise where:
i. The Customer is in breach of any term, condition or provision of the Agreement or required by law.
ii. The Customer shall go into liquidation (except for the purpose of reconstruction) or if any petition or resolution to wind up the Customer shall be presented or if a receiver is appointed of the Customer’s undertake property of assets or if a distress shall be levied upon any of the Customer’s property, or if the Customer shall commit any act of bankruptcy.
(b) The Customer subscribes to the Company’s Service upon signing the Company’s order form or completing and submitting the Company’s online order form or provides written authority by fax/letter/e-mail. These Terms and Conditions are a part of the contract between the Customer and the Company. Unless otherwise specifically stated on product-specific Terms and Conditions, or the Company’s order form signed by the Customer or the Company’s online order form completed and submitted by the Customer or stated in the customers fax/letter/e-mail including any attached schedules variations, the Agreement will continue for a minimum period of one year from the commencement of Service and will automatically continue for successive annual periods unless or until the Company or the Customer (unless he is a Dial In Account / ADSL) gives not less than one month’s written notice of termination to the other expiring at the end of the first year or any subsequent year or (if the Customer is a Dial Up account or ADSL account) he or the Company gives not less than one month’s written notice to the other, expiring on or at any time after three months.
(c) The Company reserves the right to suspend or terminate a Customer’s Service at any time, without prior notice and without affecting any accrued rights or claims of the Company where the Services are misused by the Customer, for non-payment of the subscription or rental fee or any other outstanding fee or for breach of these Terms and Conditions, or any other Agreement associated with the provision of the Service. Subsequently such a Customer may be refused future account facilities with the Company. It should be noted that such termination will in no way indemnify the Customer against any criminal proceedings which may be brought by the authorities of the United Kingdom or any international legislatorial body, for such misuse.
(d) The Company reserves the right to, notwithstanding Clauses 16(a), 16(b) and 16(c), terminate a Customer’s account at any time without any reason on repayment of a pro-rata sum for the unfulfilled period of the subscription or rental fee paid by the Customer. In the event of the Customer being in breach of any of these Terms and Conditions or any other agreement and rules issued by the Company, the Company will be under no obligation to reimburse the Customer under this provision.
(e) If a Customer’s Service is suspended or terminated by the Company for any reason described in Clause 16, the Company reserves the right to charge the Customer for reinstatement of the Service. In the case of the Customer Service being terminated by the Company for any reason described in Clause 16, the Company will charge the Customer a fee of £25.00 + VAT.
The agreement shall be governed by and construed in accordance with English law and the Courts of England shall have jurisdiction to hear all disputes arising in connection with the Agreement.
(a) This Agreement cannot be assigned in whole or in part by the Customer to a third party but the Company may assign all or any of its rights or obligations in relation to this Agreement. None of these conditions can be varied without the written consent of a Director of the Company. The Company order form signed by the Customer and these Terms and Conditions form the entire agreement between the Company and the Customer.
(b) The provisions of the Agreement are severable, and if any provision or part of it is held to be invalid or unenforceable by any court or other body of competent jurisdiction that will not affect the other provisions or the remainder of the relevant provision.
19. CUSTOMER RESPONSIBILITIES
The Customer will:
(a) Co-operate with the Company and act in good faith in respect to all matters relating to the Project.
(b) Provide, in a timely manner, such Materials and other information as the Company may require, and ensure that it is accurate in all material respects.
20. SET OFF
The Company shall be entitled but not obliged at any time to set off any sum payable by or any liability of the Customer to the Company against any sum payable by or liability of the Company to the Customer (in either case whether arising under the contract for the supply of the goods or otherwise howsoever and whether any such liability is present or future, liquidated or not liquidated and irrespective of the currency or its denomination) and may for such purpose convert or exchange any currency. Any exercise by the Company of this right will be without prejudice to its other rights under the contract relating to the supply of the Goods and/or Services.
21. CUSTOMER SERVICE LEVEL COMMITMENT
Please contact Artofdata.com using one of the contact methods shown here. Outside of office hours please email us at firstname.lastname@example.org. We will respond to all points of contact within one business day and aim to resolve any issues you have within five business days.
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All Rights Reserved.
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