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Cadover Creative Website Service Terms of Business



Issue date: 10 June 2011

Definitions
Terms: The Terms of Business specified in this document. Cadover Creative: A website design and software development business owned by Andrew Keith, located at Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH. Client: The individual or company described in Client details section on the PROPOSAL. Website: The complete collection of web pages, HTML files, program code, scripts, images and other media provided or amended by CADOVER CREATIVE under these TERMS, which is published on the World Wide Web under the domain name(s) listed on the PROPOSAL. Software: The complete collection of program code, scripts, images, HTML files and other media created or amended by CADOVER CREATIVE under these TERMS, as described in the PROPOSAL. Proposal: The PROPOSAL provided to the CLIENT describing the proposed work. This may include or reference one or more requirements documents. Hourly rate: The rate charged by Cadover Creative for all additional work not described in the PROPOSAL. The current hourly rate is between 30 and 50 depending on the type of work and is billed in 15 minute increments (minimum half hour per session). Mileage: The rate charged by Cadover Creative for additional mileage not specified in the PROPOSAL. This is billed at current HMRC approved mileage rates. Journey distances are calculated from postcode PL7 5EH. Unless otherwise stated in the PROPOSAL, the following standard terms apply:

1. Authorisation
The CLIENT named above is engaging CADOVER CREATIVE for the specific project of developing and/or improving a WEBSITE or SOFTWARE. Unless otherwise stated on the PROPOSAL, this will be made available on the World Wide Web via a web hosting company selected by either CADOVER CREATIVE or the client. CADOVER CREATIVE will execute the WEBSITE design and any other services described under the TERMS and PROPOSAL. The CLIENT hereby authorises CADOVER CREATIVE to carry out the project and access any information required in order to do so, for example accessing an existing web hosting account. Unless otherwise stated on the PROPOSAL, the CLIENT also authorises CADOVER CREATIVE to submit the completed WEBSITE to web search engines.

2. Warranties

CADOVER CREATIVE represents and warrants to the CLIENT that it has the experience and ability to perform the services required; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into an agreement with the CLIENT; and that its performance under the agreement shall not infringe upon or violate the rights of any third party or violate applicable legislation. The CLIENT represents and warrants to CADOVER CREATIVE that it will provide any materials that are required in a professional, competent and timely manner; that it has the power to enter into an agreement with CADOVER CREATIVE; that it is solely responsible for any information provided for the WEBSITE or SOFTWARE; and that its performance of under the agreement shall not infringe upon or violate the rights of any third party or violate applicable legislation.

cadovercreative

Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk

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3. Quotations and pricing


The PROPOSAL will clearly state whether the prices quoted are fixed or estimates. CADOVER CREATIVE will provided fixed quotes wherever this is reasonable possible, for example for projects with few unknowns and where the amount of work required can be predicted fairly accurately. Estimated prices may be given for entire projects, or specific tasks within a project, where it is not possible to accurately predict the amount of work required before work commences. This is likely to be the case for projects within CADOVER CREATIVEs area of expertise that rely on external software, such as modifying relatively simple WordPress plugins. For projects or tasks with significant unknowns, it may be impossible to provide either a fixed quote or an estimate. This is likely to be the case for work involving complex external software or plugins such as e commerce or APIs; entire projects in an area that CADOVER CREATIVE is not familiar with; where the investigation needed to research the requirements will exceed half an hour; or where the CLIENTS full requirements will not become clear until the project is underway. In such cases, CADOVER CREATIVE will offer to work on a consultancy basis charged at the HOURLY RATE. For projects where no fixed price is provided, the CLIENT is advised to work closely with CADOVER CREATIVE to ensure the project remains affordable for them. CADOVER CREATIVE will communicate with the client as requested, for example by notifying the CLIENT if it becomes apparent that the project cannot be completed with the target budget or when a particular amount of time has been spent on the work.

4. Website design services


The PROPOSAL will list the services that CADOVER CREATIVE will provide. In all cases, this will include: Website design to include the development of all necessary HTML, CSS, scripts, code and custom images as required. Unlimited telephone or email consultations with the client, or meetings at CADOVER CREATIVEs location. Meetings at any other location will be charged at the HOURLY RATE plus MILEAGE. W3C XHTML and CSS compliant. Designed to meet W3C accessibility guidelines. Optimisation of WEBSITE to display correctly in Internet Explorer 8 and all modern web browsers. The CLIENT may request optimisation for Internet Explorer versions 6 and 7 and mobile Internet devices at extra cost. Optimisation of WEBSITE to display correctly on screen resolutions of 1024x768 and above. Designing the WEBSITE to be search engine friendly, including optimisation of URLs, page titles and meta description tags. Setup of Google Analytics to monitor website traffic, which the CLIENT will have permission to access. Submission of WEBSITE to Google, Yahoo! and Bing search engines if appropriate. At no time does CADOVER CREATIVE promise or imply any guarantee that the CLIENTs WEBSITE will achieve a certain rating in search engine results. Creation of XML sitemap. Any additional web design services described on the PROPOSAL such as design and layout of each web page, logo design, revisions to the draft web design, addition of free of charge library images and/or images supplied by the CLIENT, keyword analysis to identify the most effective keywords to use on the WEBSITE or professional copywriting (up to 750 words per web page unless otherwise stated on the PROPOSAL).

5. WordPress and use of themes


Unless otherwise specified in the PROPOSAL, the WEBSITE will be built using the WordPress content management platform. CADOVER CREATIVE will be responsible for the setup and configuration of the WordPress system and all plugins required to implement the WEBSITE.

cadovercreative

Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk

P a g e | 3 The PROPOSAL will state whether CADOVER CREATIVE will produce a custom design for the website or whether a premium WordPress theme will be purchased. If a premium WordPress theme is used then CADOVER CREATIVE may customise it to meet the CLIENTs requirements. Any limits to the amount of customisation will be stated in the PROPOSAL.

6. Domain name registration


If stated on the PROPOSAL, CADOVER CREATIVE will register one or more domain names on behalf of the CLIENT. CADOVER CREATIVE will suggest appropriate domain names and check their availability. A domain names availability during the initial stages of the project does not guarantee it will still be available at the time of registration. The chosen domain name will be registered using the CLIENTs name and address details and will be owned by the CLIENT. The domain name will be managed and configured by CADOVER CREATIVE unless notice is given to transfer responsibility. All costs incurred for the setup and renewal of the domain name will be payable to CADOVER CREATIVE who will manage the domain name registration on behalf of the CLIENT. At no time will CADOVER CREATIVE hold any rights over the domain name. Alternatively, the CLIENT may request that CADOVER CREATIVE manages the transfer of an existing domain name owned by the CLIENT. The work required to do this will be billed at the HOURLY RATE. Costs for domain name registration are payable annually in advance or in regular monthly instalments. Unless requested otherwise by the CLIENT, the domain name will be renewed automatically every 12 months (if paying per annum) or every month (if paying in monthly instalments).

7. Materials provided by the CLIENT

Text Unless specified otherwise in the PROPOSAL, CADOVER CREATIVE will write the text for the WEBSITE, subject to the CLIENTs approval. The CLIENT must provide sufficient information for the copy to be written, for example in the form of detailed verbal information, written notes, brochures, leaflets or information from other relevant websites. If the CLIENT wishes to write any text for the WEBSITE, CADOVER CREATIVE reserves the right to proofread and edit it for the purpose of making it suitable for web use and attractive to search engines. The CLIENT can request amendments to any changes made by CADOVER CREATIVE when approving the draft WEBSITE. Images CADOVER CREATIVE will use images provided by the CLIENT if they are of sufficient quality. Photographs must be provided to CADOVER CREATIVE electronically. CADOVER CREATIVE reserves the right to crop and graphically enhance images and save them into a format suitable for online use.

8. Software and website development services


The PROPOSAL will list the services that CADOVER CREATIVE will provide. The standard software and website development services provided by CADOVER CREATIVE are as follows: Design, development, and full testing of the SOFTWARE described in the QUOTATION. to include the development of all necessary program code, scripts, images, and other files as required. Unlimited telephone or email consultations with the client, or meetings at CADOVER CREATIVEs location. Meetings at any other location will be charged at the HOURLY RATE plus MILEAGE. If the SOFTWARE includes any HTML code, this will be compliant with W3C XHTML standards, where possible. If the SOFTWARE includes any CSS code, this will be compliant with W3C CSS standards, where possible.

cadovercreative

Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk

P a g e | 4 If the SOFTWARE includes any website elements, these will be optimised to display correctly in Internet Explorer 8 and all modern web browsers. The CLIENT may request optimisation for Internet Explorer versions 6 and 7 and mobile Internet devices at extra cost. The SOFTWARE will be fully tested on the target environment. The SOFTWARE, including all source code, will be provided in a format most suitable to the project, as described on the QUOTATION.

The Standard web hosting service provided by CADOVER CREATIVE, if required, is as follows: Setup and configuration of hosting for the website. All costs incurred for the setup and renewal of web hosting will be payable to CADOVER CREATIVE who will manage the web hosting on behalf of the CLIENT. Installation of the WEBSITE on the web host. Configuration of name servers to link the domain name with the WEBSITE hosted by the web host (where CADOVER CREATIVE has registered the domain). Setup of one or more email accounts at the chosen domain name (e.g. email@domainname.co.uk), as described on the PROPOSAL. Email accounts will be accessible through a webmail facility, although POP3 or IMAP settings can be provided if required. Configuration of the CLIENTs email software will be the responsibility of the CLIENT. The CLIENT should discuss any specific email features they require before work commences and this should be included on the PROPOSAL. CADOVER CREATIVE will purchase carbon offsetting to counter the environmental impact of the web hosting. Costs for web hosting are payable annually in advance or in regular monthly instalments. Unless requested otherwise by the CLIENT, the web hosting will be renewed automatically every 12 months (if paying per annum) or every month (if paying in monthly instalments).

9. Web hosting and email accounts

10. Projects not hosted by CADOVER CREATIVE


Wherever possible, CADOVER CREATIVE will host work on our servers free of charge during the development phase. If the CLIENT wishes for development work to take place on their own servers then this might incur additional work for CADOVER CREATIVE, for example if there are issues with the server setup. This is charged at the HOURLY RATE. Partial or full payment must always be made before CADOVER CREATIVE will hand over files to be hosted on the CLIENTs server. This is because CADOVER CREATIVE will be relinquishing control of the files at an earlier stage. In this case, CADOVER CREATIVE will negotiate the payment dates with the CLIENT.

11. Additional services

The CLIENT agrees to pay the additional fees for any work not described in the PROPOSAL that the CLIENT requests during the course of the project. Unless CADOVER CREATIVE has quoted a cost for the additional services then they will be charged at the HOURLY RATE.

12. Additional expenses


The CLIENT agrees to reimburse CADOVER CREATIVE for any additional expenses necessary for the completion of the work. An example of this might be work required due to unforeseen difficulties in obtaining access to the CLIENTs domain name, or additional meetings that were not previously quoted for. No additional expenditure will be incurred without prior approval from the CLIENT. Additional expenses will be charged at the HOURLY RATE plus the cost of the expenses.

cadovercreative

Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk

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13. Completion date


CADOVER CREATIVE will advise the CLIENT of the predicted completion date once the CLIENT has accepted the proposal and paid any initial deposit. CADOVER CREATIVE will make every effort to complete the WEBSITE or SOFTWARE by the completion date listed on the PROPOSAL. The timescales depend on receiving any information and images from the CLIENT in a timely fashion and to satisfactory quality, including the CLIENTs approval of the draft WEBSITE or SOFTWARE. CADOVER CREATIVE shall not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in completion of the WEBSITE or SOFTWARE (nor will any delay entitle the CLIENT to terminate or rescind their agreement with CADOVER CREATIVE unless the delay exceeds 60 days and was caused by CADOVER CREATIVE).

14. Approval of draft WEBSITE


The PROPOSAL will describe the process for designing and approving the WEBSITE. For most projects, approval of the WEBSITE will take place in two stages: 1. A draft of the proposed design will be made available for the CLIENT to view before the full WEBSITE or SOFTWARE is built. During this stage any errors, design changes and other corrections will be made according to the CLIENTs instructions. 2. After the CLIENT has indicated their approval of the draft design in writing or by email, CADOVER CREATIVE will then build the full WEBSITE or SOFTWARE. Once complete, a draft of the final WEBSITE or SOFTWARE will be made available for the CLIENT to approve. The PROPOSAL will describe any limits to the changes that CADOVER CREATIVE will make during either of the above stages. If the CLIENT requests more changes than are included in the PROPOSAL then the CLIENT will be billed for these subsequent changes at the HOURLY RATE.

15. Approval of draft SOFTWARE


The PROPOSAL will describe the process for designing and approving the SOFTWARE. For most projects, approval of the SOFTWARE will take place in two stages: 1. A demo of the completed SOFTWARE will be made available for the CLIENT to test and approve. Any program errors found at this stage will be fixed and updated SOFTWARE provided for retesting. 2. In addition, any changes required to meet the functionality described in the PROPOSAL will be made and updated SOFTWARE provided for retesting. The PROPOSAL will describe any limits to the changes that CADOVER CREATIVE will make during either of the above stages. If the CLIENT requests more changes than are included in the PROPOSAL then the CLIENT will be billed for these subsequent changes at the HOURLY RATE.

16. Payment
All services shall be sold for the price specified in the PROPOSAL and these TERMS. The PROPOSAL will state at which stage(s) of the project payment will be required. Payment shall be made by BACS transfer, cash, a cheque made payable to Andrew Keith, or a PayPal payment to the email address andy@cadovercreative.co.uk. Deposits or upfront payments CADOVER CREATIVE normally require a deposit of 25% before work commences. For projects exceeding 1,500 in value, further payments may be required at key milestones during the project. The PROPOSAL will include a payment schedule. Oneoff payments The CLIENT must pay for the work in full following receipt of an invoice from CADOVER CREATIVE, on or before the date(s) listed on the invoice.

cadovercreative

Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk

P a g e | 6 The web hosting costs begin when a draft of the WEBSITE is put online for the CLIENT to view, although payment for hosting will not be due until the invoice for the completed WEBSITE is issued. Pay monthly option The monthly costs for the website, web hosting and any other work agreed in the PROPOSAL will begin when a draft of the WEBSITE is put online for the CLIENT to view, although no payment will be due until the dates listed on the invoice. All monthly payments must be made in full by standing order to CADOVER CREATIVE. If the CLIENT has chosen to pay monthly then they will be subject to a minimum 24month contract period. The CLIENT cannot cancel their agreement with CADOVER CREATIVE until at least 24 monthly payments have been made. Beyond the initial 24 months, the CLIENT can cancel at any time.

17. Payment terms


All invoices must be paid by the date(s) listed on the invoice. An additional fee of 25 will be added to the original invoice if payment is not received within 28 days of the due date. If payment has still not been received after a further 14 days, an additional 5% penalty will be added. A further 5% will be added for each additional calendar month of nonpayment. In case debt collection or legal action prove necessary, the CLIENT agrees to pay all fees incurred by that process. CADOVER CREATIVE reserves the right to remove the WEBSITE from viewing on the Internet if payment is not made in full within 28 days of the invoice date. CADOVER CREATIVE will give the CLIENT seven days notice before removing the WEBSITE from the Internet. CADOVER CREATIVE accepts no liability for any losses that the CLIENT incurs if the WEBSITE is removed from the Internet due to nonpayment.

18. Ongoing maintenance and support


30 days free support If the PROPOSAL includes 30 days free support then this will commence on the date on which the WEBSITE or SOFTWARE is launched or the completed work is handed over to the CLIENT. This is intended to provide an opportunity to fix any issues that may arise (e.g. bug fixes). It includes up to three hours telephone and email support to answer any queries. Any additional training, support, changes or updates during the initial 30 day period, and all issues raised afterwards, will be billed at 40 per hour in half hour increments. This includes fixing any bugs or other problems that the CLIENT identifies after the 30 day period has expired, even if these were present when the work was originally handed over. WEBSITE software updates The WEBSITE will be developed to be compatible with the latest standards and software that are in place at the time of the initial project. Due to the changing nature of the website industry, CADOVER CREATIVE does not guarantee that the WEBSITE will be compatible with future standards, web browsers or upgrades to the software it runs on. If the CLIENT chooses to purchase ongoing technical maintenance for their website then this will be charged at a fixed rate, as described on the PROPOSAL. This covers standard updates to WordPress and any other software used to provide the WEBSITE. If, at any point, it becomes apparent that significant redevelopment of any aspect of the website is required in order to bring it up to date then this would be treated as extra work in addition to the technical maintenance fee. CADOVER CREATIVE will contact the CLIENT and recommend the best course of action.

cadovercreative

Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk

P a g e | 7 Content management systems If the CLIENT has chosen to use a content management system (CMS) then CADOVER CREATIVE will set up the required users in the CMS prior to handover and provide the CLIENT with written instructions and login details. CADOVER CREATIVE is responsible for selecting the CMS software, unless specified otherwise in the PROPOSAL. Ongoing maintenance packages for WEBSITES If required, the PROPOSAL will specify the maximum number of updates that CADOVER CREATIVE will make to the WEBSITE each month and the timescales in which updates will be completed. An update is defined as an unlimited number of changes to a single web page. All maintenance packages exclude any major redesign, which should be negotiated as part of a separate agreement or billed as a one off change (below). Oneoff changes The CLIENT can contact CADOVER CREATIVE at any time to commission oneoff updates, upgrades or other changes to the WEBSITE or SOFTWARE. These will be charged at the HOURLY RATE or a fixed rate agreed with CADOVER CREATIVE in advance. Regardless of whether a maintenance package has been selected, CADOVER CREATIVE will charge the HOURLY RATE for repairing the WEBSITE where the fault was caused by improper use or neglect of the WEBSITE by the CLIENT or any other party.

19. Costs of ongoing services


CADOVER CREATIVE will not increase the cost of any ongoing services during the following period: During the first 12 months from the date of the PROPOSAL if the WEBSITE or SOFTWARE was paid for as a oneoff payment During the minimum contract period if the WEBSITE or SOFTWARE was paid for in regular monthly instalments After this period has elapsed, CADOVER CREATIVE may amend the cost at any time. Any changes will be notified to the CLIENT in writing giving at least 28 days notice.

20. Assignment of project


CADOVER CREATIVE reserves the right to assign subcontractors to the project as required. CADOVER CREATIVE will remain fully responsible for the final results of the project.

21. Copyrights and trademarks


The CLIENT represents to CADOVER CREATIVE and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to CADOVER CREATIVE for inclusion in the WEBSITE or SOFTWARE are owned by the CLIENT, or that the CLIENT has permission from the rightful owner to use them, and will hold harmless, protect and defend CADOVER CREATIVE and its subcontractors from any claim or suit arising from their use. Copyright for the design and content of the WEBSITE or SOFTWARE will be transferred to the CLIENT once the services provided have been paid for in full (if the CLIENT is paying in monthly instalments then then the services will be deemed as having been paid for in full once the initial contract period has expired). The CLIENT is assigned rights to use as a WEBSITE the design, graphics and text contained in the finished assembled WEBSITE. If CADOVER CREATIVE has designed a logo or colour scheme for the CLIENT then the CLIENT is also assigned rights to use these throughout their business.

cadovercreative

Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk

P a g e | 8 CADOVER CREATIVE will provide image files of the logo or any parts of the WEBSITE design to the CLIENT on request. This will be charged at the HOURLY RATE. Rights to photos, graphics (other than the logo), source code and computer programs are specifically not transferred to the CLIENT, and remain the property of their respective owners. CADOVER CREATIVE and its subcontractors retain the right to link to the CLIENTs WEBSITE, display graphics and other web design elements as examples of their work in their respective portfolios, as well as to mention the CLIENT in publicity to promote CADOVER CREATIVE, unless stated otherwise in the PROPOSAL.

22. Authorship credit


Unless specified otherwise in the PROPOSAL, the CLIENT is required to include a link at the bottom of each page of their WEBSITE, establishing authorship credit to CADOVER CREATIVE. This will be inserted by CADOVER CREATIVE during production of the WEBSITE or SOFTWARE. CADOVER CREATIVE may remove the link from the CLIENTs WEBSITE at any time. The CLIENT may only remove it with prior permission from CADOVER CREATIVE.

23. Cancellation of new WEBSITE or SOFTWARE development

Prior to the CLIENTs final approval of the draft WEBSITE or SOFTWARE, each party reserves the right to terminate their agreement at any time. CADOVER CREATIVE shall have the right to bill pro rata for work completed up to and including the date of that request, while reserving all rights under these TERMS and to the work. The CLIENT shall also pay any expenses incurred by CADOVER CREATIVE. If the CLIENT does not provide the information or approvals required for the WEBSITE or SOFTWARE within a period of 60 days from the last contact with CADOVER CREATIVE, or does not respond to contact within 60 days, then CADOVER CREATIVE will deem this to be a cancellation of the agreement. CADOVER CREATIVE will bill the CLIENT for work already completed as described in the above paragraph.

24. Cancellation of ongoing services


Any ongoing services provided to the CLIENT by CADOVER CREATIVE can be cancelled by the CLIENT at any time. The CLIENT must give CADOVER CREATIVE at least 14 days notice either in writing or by email. The CLIENT shall not be entitled to a refund for any part of a month or year for services yet to be provided which have been paid in advance. For ongoing services with a choice of packages, the CLIENT can change package at the start of a month. Please note: The payment of website design services in regular monthly instalments (the pay monthly option) is not considered an ongoing service and cannot be cancelled at any time within the minimum 24month payment period. If the CLIENT is cancelling the website hosting and domain name registration service (e.g. the CLIENT wishes to move the WEBSITE to a different web host) then CADOVER CREATIVE will release and hand over all WEBSITE files. This will be billed at the HOURLY RATE. If CADOVER CREATIVE wishes to cancel any ongoing service provided to the CLIENT then they may do so at any time but must give the CLIENT at least 14 days notice in writing or by email.

25. Limited liability


The CLIENT hereby agrees that any material submitted for publication on a WEBSITE will not contain anything leading to an abusive or unethical use of the web hosting service or host server. Abusive and unethical materials 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 advocating illegal activity, and any infringement of privacy or libel. The CLIENT hereby agrees to indemnify and hold harmless

cadovercreative

Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk

P a g e | 9 CADOVER CREATIVE from any claim resulting from the CLIENTs publication of material or use of those materials, including illegal materials. For as long as CADOVER CREATIVE is responsible for hosting and administration of the WEBSITE or SOFTWARE, CADOVER CREATIVE shall take all reasonable measures to protect the CLIENTs WEBSITE or SOFTWARE including responsibility for weekly data backups and restoration, and overseeing its security against illegal or unauthorised use. The CLIENT acknowledges that CADOVER CREATIVE cannot guarantee the security of the WEBSITE or SOFTWARE. If, at any time, the CLIENT is aware of any infiltration, or suspects that such infiltration may be taking place, it shall notify CADOVER CREATIVE immediately. CADOVER CREATIVEs total liability arising in connection with work provided under the PROPOSAL and these TERMS shall be limited to the total cost of services ordered by the CLIENT from CADOVER CREATIVE during that financial year. CADOVER CREATIVE shall not be liable for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation (howsoever caused) which arise out of or in connection with the services provided.

26. Indemnification
The CLIENT shall defend, indemnify and hold harmless CADOVER CREATIVE and its employees, agents and subcontractors from all liabilities, claims and expenses, including all reasonable legal fees necessarily incurred, that may arise or result from: Any service provided or performed or agreed to be performed or any product sold by the CLIENT, its agents, employees or assigns. Any injury to person or property caused by any products or services sold or otherwise distributed in connection with CADOVER CREATIVE. Any material supplied by the CLIENT that infringes on the proprietary rights of a third party. The CLIENTs use of Internet electronic commerce. Any defective product which the CLIENT has provided via the WEBSITE or SOFTWARE.

27. Nondisclosure
CADOVER CREATIVE, its employees and subcontractors agree that, except as directed by CLIENT, it will not at any time disclose any confidential information to any person.

28. Entire understanding

These TERMS and the corresponding PROPOSAL form the sole agreement between the CLIENT and CADOVER CREATIVE regarding CADOVER CREATIVEs web design and hosting services. . The agreement becomes effective only when either of the following applies: The PROPOSAL is signed in writing by both parties. CADOVER CREATIVE sends an email to the CLIENT attaching the PROPOSAL and TERMS, to which the CLIENT replies by return email stating their acceptance of the PROPOSAL. These TERMS shall be governed and construed in accordance with English law. The parties agree that if any part, term or provision of these TERMS shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected.

cadovercreative

Andrew Keith B.Sc, MBCS Barn 2, Dunstone Farm, Shaugh Prior, Plymouth, Devon, PL7 5EH t 01752 729706 m 07762 059721 e andy@cadovercreative.co.uk