Website Sale Contract and Terms of Sale
Between ‘the Customer’ (You)
And ‘the Supplier’ (WebsiteStartups.co.uk)
Price for Service: Specified on your invoice/order form/email
Hosting Renewal Fee: £100 per site per annum
Domain Names: specified on your invoice/order form/email
– The supply of affiliate websites/shopping portals provided by the Supplier under the Contract on the domain name/s set out
– The hosting of the website/s for a 12 month period.
– Technical support for a 2 month period.
– Up to 5 email addresses (1 provided at website launch, others on request).
– 12 months access to our WebsiteStartups.co.uk portals to access online guides and videos on how to operate the website.
Terms And Conditions
1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).
Contract: the Customer’s order as set out on the front of the Contract and the Supplier’s acceptance of it, or the Customer’s acceptance of a quotation for Services by the Supplier under condition 2.5.
Customer: the person, firm or company who purchases Services from the Supplier.
Deliverables: the website, domain name, computer programs and software required to operate the website and everything as specified on your invoice/order form/email
Domain Names: specified on your invoice/order form/email
Initial Period: the 12 month period from the start date of the Services as set out in the invoice or up to 6 weeks from initial order.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Order Confirmation: the document/invoice (electronic or otherwise) submitted to the Customer from the Supplier confirming the Services to be provided.
Price for Service: specified on your invoice/order form/email
Hosting Renewal Fee: specified on your invoice/order form/email
Services: the creation of affiliate website/s provided by the Supplier under the Contract as set out on the front of this contract. The hosting of the website/s for a 12 month period. Technical support for a 2 month period. Up to 5 email addresses and access to a support section to access online guides and videos on how to operate the website
Websites: specified on your invoice/order form/email
1.2 Headings in these conditions shall not affect their interpretation.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.5 A reference to writing or written includes faxes but not e-mail.
1.6 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.7 References to conditions are to the conditions of the Contract.
- Basis of supply and application of conditions
2.1 The Supplier provides the Services through and in accordance with rights and obligations of this Contract
2.2 The Contract is between the Supplier and the Customer and starts at the date detailed on the front of this Contract
2.3 The Supplier may at any time correct any typographical or other errors or omissions in any brochure, promotional literature, the Website, quotation or Deliverables.
2.4 These Conditions shall:
(a) apply to and be incorporated into the Contract; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law, trade custom, practice or course of dealing.
2.5 Quotations are given by the Supplier on the basis that no Contract shall come into existence except in accordance with condition 2.5. Any quotation is valid for a period of 30 days from its date, provided that the Supplier has not previously withdrawn it.
- Commencement and duration
3.1 The Services supplied under the Contract shall be provided by the Supplier to the Customer from the date specified on the front of this Contract or up to 6 weeks from initial order, or any other such written acknowledgement provided by the Supplier to the Customer.
3.2 Subject to condition 11, the hosting services of the website supplied under the Contract shall continue to be supplied for the Initial Period and shall continue to be supplied for periods of one year at a time unless terminated by either party at anytime in the 11th month of each 12 month period. The Customer is required to pay a Renewal Hosting Fee each time they enter into a new 12 month period which be collected through the Suppliers normal accounting procedure, failure to pay Renewal Hosting Fee will result in the Supplier turning off the website of the Customers.
3.3 The Customer can move the website at anytime to a hosting company of their choice by providing a 1 month termination notice to the Supplier. The Customer acknowledges to have moved the website to a host of their choice within 30 days of serving such notice. Should the Customer require the assistance of the Supplier to move the website to their own hosting company the Supplier reserves the right to charge a fee for providing this assistance.
- Supplier’s obligations
4.1 The Supplier will provide the Services that are explained further on the front of this Contract together with details of any additional services, the costs of the Services and the additional services
4.2 The Supplier shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Customer, in accordance in all material respects with this Contract
4.3 The Supplier shall use reasonable endeavours to meet any performance dates specified but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.4 The Supplier will provide the Customer with an affiliate website related to the market the Customer selects. However if at anytime after the Supplier has provided the Customer with this website the affiliates within it change or ceases to provide affiliate products the Supplier will not be held responsible in any way and the Customer acknowledges no refunds or claims will be submitted as this factor is outside the control of the Supplier. The Supplier will also not be held responsible in any way if any of the affiliate or pay per click providers decline or refuse the opening of an account by or on behalf of the Customer.
4.5 Where the Supplier provides hosting to the Customer the Supplier will not be responsible for backing up the website or for maintaining security of the website. Management and maintenance of the Website will be the sole responsibility of the Customer.
4.6 The Supplier will provide a website that has a product capacity of 5000 products (or if the website already contains more than this number of products the capacity will be number of products on site when purchased +1000). If the Customer adds more products than allowed by this product capacity the Supplier has the right to refuse technical support to the Customer.
4.7 The supplier will provide customer support for the period mentioned at the top of the contract via email and normally respond within 96 hours or sooner to any support enquiries made.
- Customer’s obligations
5.1 The Customer shall:
(a) co-operate with the Supplier in all matters relating to the Services;
(b) provide to the Supplier, in a timely manner, such In-put Material and other information as the Supplier may reasonably require to perform the Services and ensure that it is accurate in all material respects;
5.2 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
5.3 The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract.
- Charges, price and payment
6.1 In consideration of the provision of the Services by the Supplier, the Customer shall pay the charges as set out on the front of this Contract and/Order Confirmation. The front of this Contract and/Order Confirmation will also set out details of when payment will be due and/or taken from the account details provided by the Customer.
6.2 The prices for the Services requested shall at all times be governed by the Website. The price or fee quoted excludes VAT, which the Customer shall be liable for at the appropriate rate.
6.3 The total price for the Services shall be the amount set out on the front of this Contract and/or Order Confirmation. The total price shall be paid to the account specified by the Supplier (without deduction or set-off) in accordance with instalment timetable as set out.
6.4 The parties agree that the Supplier may review and increase its fee rates or the charges set out in the Website, provided that such charges cannot be increased more than once in any 12 month period or during the Initial Period.
6.5 Credit Card payments will incur a charge of 2.5%. The Customer understands, acknowledges and agrees that this is the most cost efficient way of managing the financial relationship between the parties and helps keep the charges in respect of the Services competitive.
6.6 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:
(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand. The Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) suspend all Services until payment has been made in full.
6.7 Time for payment shall be of the essence of the Contract.
6.8 All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision. This condition 6.9 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
- Intellectual property rights and confidentiality
7.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier, its employees, agents, consultants or subcontractors and any other confidential information concerning the Supplier’s business.
- Warranties and limitation of liability
8.1 The Supplier warrants to the Customer that the Services will be provided using reasonable skill and care and, as far as reasonably possible, in accordance with the front of the Contract or Order Confirmation
8.2 This condition 8 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Customer in respect of:
(a) any breach of the Contract including any deliberate breach of this Contract by the Supplier, or its employees, agents or subcontractors;
(b) any use made by the Customer of the Services, the Deliverables or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
8.3 Subject to clause 8.1 all other warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.4 Nothing in these Conditions limits or excludes the liability of the Supplier:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier.
8.5 Subject to condition 8.3 and condition 8.4
(a) the Supplier shall not be liable for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss of corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services.
- Data protection
9.1 The Customer acknowledges and agrees that debit card and/or other payment details provided by the Customer as a means of payment for the Services shall be held by the Supplier. The Suppliers confirms they shall comply with the Data Protection Act 1998 and retain such details in a secure environment and comply with the principles relating to data security in the Data Protection Act 1998.
9.2 The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may also be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Supplier in connection with the Services, but at all times the Supplier will comply with the Data Protection Act 1998.
10.1 Subject to clause 3.2 and any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
(b) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is unable or has no reasonable prospects of doing so within the meaning of the Insolvency Act 1986; or
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party;
(f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
(g) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
(i) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
10.2 On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all monies due in accordance with the invoice and/or Order Confirmation and interest; and
(b) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
10.3 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect:
(a) condition 7;
(b) condition 8;
(c) condition 10;and
(d) condition 20.
- Force majeure
The Supplier shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
12.1 The Supplier may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements and keep up to date with commercial opportunities and challenges in field which the Services are being provided, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.
12.2 Subject to condition 12.1, no variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.
13.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
13.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
14.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
14.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
15 Entire agreement
15.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
15.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly provided in the Contract.
15.3 Nothing in this condition shall limit or exclude any liability for fraud.
16.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, mortgage, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract.
16.2 The Supplier may at any time assign, transfer, charge, mortgage, subcontract, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to the Supplier or any third party or agent.
16.3 Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
- No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
- Rights of third parties
The Supplier may enforce the terms of this agreement, subject to and in accordance with the provisions of this agreement and the Contracts (Rights of Third Parties) Act 1999. Except for the Supplier a person who is not a party to the Contract shall not have any rights under or in connection with it.
19.1 A notice required or permitted to be given by either party to the other under the Contract shall be in writing not including email addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
19.2 This condition 19 shall not apply to the service of any in any proceedings or other documents in any legal action.
19.3 A notice required to be given under the Contract shall not be validly served if sent by e-mail.
20.1 The customer accepts that the services are provided purely as items to be completed by the supplier in terms of work to be completed, such as a website to be completely developed and delivered electronically to the customer, marketing work to be done by the supplier and reported back to the customer.
20.2 The customer accepts that the supplier provides no guarantee that revenue, sales or any income is generated through the websites or marketing work carried out by the supplier.
20.3 The customer accepts that it is not the responsibility of the supplier to generate traffic, revenue, sales or any income through the website/s or as a result of any of the marketing work/services provided by the supplier.
20.4 The supplier accepts no responsibility or liability for the financial performance of the websites/services provided to the customer.
20.5 The supplier accepts no responsibility or liability for the financial performance of the customer or his/her business/es.
20.6 The customer accepts that there is no guarantee of any financial gain, revenue or monetary compensation as a result of any of the services provided by the supplier.
20.7 The customer accepts that in order for any revenue to be generated via the website/services provided, it is the responsibility of the customer to ensure the necessary work and promotion is carried out and the customer is liable for determining such work.
- Dispute resolution, governing law and jurisdiction
21.1 Any dispute arising under or in connection with the Contract or these Conditions or the provision of the Services shall initially be referred to the Supplier and if the Supplier is unable to resolve the same then to a recognised mediation body such as CEDR.
21.2 English law shall apply and govern this Contract and all the parties agree to submit to the non-exclusive jurisdiction of the English Court.
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