General 1.1
These terms and conditions together with any “Proposal” and “Site Specification” documents given to the client form the contract between Eightlegged.com. “Eightlegged.com” and the client once formally agreed. These terms supersede any prior verbal agreement. Any deviation from these terms must be agreed in writing on the order form.

General 1.2
Eightlegged.com is not responsible for the performance of third party services that are introduced to the client.

General 1.3
The client agrees that Eightlegged.com can use the client’s company name in its own client list. If the client does not wish to appear on the Eightlegged.com client list, Eightlegged.com will remove them at the client’s request.

General 1.4
In respect of websites designed and developed by Eightlegged.com the client agrees to credit Eightlegged.com in the footer of every page of their site by displaying a text hyperlink back to the Eightlegged.com websiteat: www.Eightlegged.com

Duties 2.1 - 2.1.4 - The client’s signature on the client contract is evidence that it will :
See Below!

Duties 2.1.1
Provide all data reasonably required by Eightlegged.com to complete the contract within a reasonable period of time as requested by Eightlegged.com.

Duties 2.1.2
Maintain a retrievable record, copy or original, of all data provided to Eightlegged.com, who will not be responsible for loss or damage to any data.

Duties 2.1.3
Use the product or service provided by Eightlegged.com only for the purposes of its own business.

Duties 2.1.4
Not sell or franchise the product or service to any third party without express permission from Eightlegged.com.

Duties 2.2
The client warrants that it owns all the data required for the services to be performed here under and has absolute rights to use such data for such purposes.

Duties 2.3 - 2.3.4 - Eightlegged.com will :
See Below!

Duties 2.3.1
Act professionally at all times to preserve the client’s intellectual property or other rights in its information or materials.

Duties 2.3.2
Comply with reasonable requests of the client and deal cordially with its representatives.

Duties 2.3.3
Be responsible for the accuracy and comprehensiveness of the data supplied in relation to a project.

Duties 2.3.4
In design cases use its best endeavors to provide within the anticipated time length of the project a site that substantially meets the requirements of the pre-agreed “Site Specification”. Following completion of the site Eightlegged.com will provide to the client, free of charge, a 2 month site maintenance support service. Any software “bugs” spelling errors and functionality failures will be rectified free of charge during this period. This service does not include any design modifications, functionality changes or site enhancements. Such items are subject to a separately negotiated maintenance agreement or one-off amendment charges at our prevailing hourly rate.

Variations 3.1
The client may at any time request variations to the “Site Specification” by written notice to Eightlegged.com. Such variations may, at the discretion of Eightlegged.com, warrant renegotiation of the project estimated value or incur additional charges following re-scoping of the supplementary work required.

Variations 3.2
Within 5 working days of receipt of a request for variation or such other period as may be agreed Eightlegged.com shall indicate by notice in writing to the client the terms upon which Eightlegged.com will perform the requested variation, including the effect of the variation on the price payable by the client.

Variations 3.3
If Eightlegged.com serves a notice pursuant to 3.2 above the client shall within 5 working days of the date of Eightlegged.com written notice elect by written notice to Eightlegged.com whether or not it wishes the variation to proceed. In the absence of a client’s notice Eightlegged.com shall assume the variation is not to proceed.

Variations 3.4
A 50% deposit is due before the commencement of production on all web design and development work carried out over a project value of £500 plus vat. Project values of £499.99 + vat or less are payable in advance of works.

Variations 3.5
No refunds are payable to the client for prepaid services and deposits unless Eightlegged.com is unable to supply the ordered service or is unable to supply an acceptable alternative.

Variations 3.6
If a project is delayed for a period of 4 weeks or more through failures on the part of the client to meet their pre-agreed obligations through non-co-operation or lack of supply of copy and materials by the client, then Eightlegged.com reserves the right to demand full payment of the remaining project costs from the client immediately and to suspend all work until such monies have been received from the client.

Charges 4.1
The client will be invoiced in accordance with the ‘billing cycle’ described in their original Project Proposal document.

Charges 4.2
VAT will be added to the service charge at the current rate where appropriate.

Charges 4.3
At Eightlegged.com’ total discretion interest and compensation on outstanding invoices will be charged either in accordance with The Late Payment of Commercial Debts Regulations 2002 or at the rate of 8% above the base rate of The Bank Of England at the date of invoice and/or completion of the contract on the remaining balance of all invoices which are overdue for a period in excess of 30 days. Any overdue payment of over 30 days will be subject to a Late Payment Charge of £40 for under £1000, or £70 for anything over £1000.

Charges 4.4
Eightlegged.com reserves the right to place the client’s account on ‘Stop’ which includes the withdrawal all products and services, including secure certificates and Internet hosting and the retention of domain names, if the client’s invoices remain unpaid above the payment terms detailed on the client’s invoice

Charges 4.5
All fees quoted are in British sterling and must be paid in this currency.

Rights 5.1
Upon payment by the client of all of Eightlegged.com’ charges in relation to a project Eightlegged.com assigns to the client all of Eightlegged.com’ rights, title and interest in the intellectual property rights attaching to the content and published coding of the client’s Website. For the avoidance of doubt unless and until such payment is made the intellectual property rights remain the exclusive property of Eightlegged.com or its suppliers and at no time shall any rights, interests or title in any intellectual property pass to the client notwithstanding domain names registered on behalf of the client.

Rights 5.2
Eightlegged.com grants to the client a royalty free, world-wide, non-exclusive licence for the use of any third party software used by Eightlegged.com in the construction of the client’s Website.

Rights 5.3
Subject to clause 5.4 below Eightlegged.com will indemnify the client against any and all actions or claims incurred by the client arising out of any actual or alleged infringement of any patent, copyright or trade secret in respect of material supplied by Eightlegged.com in pursuance of the web development project provided that :
See Below!

Rights 5.3.1
The action and/or claim does not arise as a result of the unauthorized modification or alteration or adaptation of the site content by the client and...

Rights 5.3.2
The action and/or claim does not arise as a result of the use of software or equipment not supplied or approved by Eightlegged.com and...

Rights 5.3.3
The client notifies Eightlegged.com immediately of any claim or demand made or action brought against it and has not made any comment or admission to any third party in respect thereof and...

Rights 5.3.4
Eightlegged.com shall have conduct of all proceedings or negotiations relating to such allegations or claims and shall deal with the same as it sees fit in its absolute discretion and...

Rights 5.3.5
The client shall provide all reasonable assistance to Eightlegged.com in relation to the conduct of such litigation and/or negotiations.

Rights 5.4
Eightlegged.com accepts no liability for any loss, damage, costs or liability suffered by the client in the event that the use of third party software triggers a claim by any party that their intellectual or other property rights have been infringed. Should Eightlegged.com have any rights against the owners of such third party software it will endeavour, at the client’s expense, to enforce such rights for the client’s benefit.

Domain Names 6.1
The contract for the registration of domains is between the client and the appropriate Naming Authority. Eightlegged.com cannot guarantee that clients will be able to register any requested name and until clients have been given specific confirmation of registration they cannot assume that registration has been affected.

Domain Names 6.2
The responsibility for ensuring that the client’s choice of domain name does not infringe the rights of a third party lies with the client. The client agrees to defend, indemnify and hold harmless Eightlegged.com against liabilities arising in respect of any such infringements.

Domain Names 6.3
Eightlegged.com is prepared to register Domain Names on behalf of clients. If so, the client has full responsibility for the renewal of the Domain Name. Eightlegged.com is acting as the client’s Agent and Clients are bound by the terms and conditions of the Naming Authority.

Domain Names 6.4
Eightlegged.com gives no warranty that the Internet Domain Name requested will not infringe the rights of any third party and the client indemnifies Eightlegged.com in respect of any such infringements.

Payment Policy 7.1
All hosting accounts are set up on a non-refundable, prepay basis. Payment may be accepted by UK Cheque, a credit or debit card. Although Eightlegged.com reserves the right to change prices for hosting accounts at any time, all pricing is guaranteed for the period of the client’s account which is 12 months. Where the client chooses to pay on invoice, payment must be received by Eightlegged.com prior to the hosting account being initially set-up or renewed.

IP addresses 7.2
The client acknowledges that he has no right, title or interest in the IP address allocated to him as part of their hosting account, and that any IP address allocated to him is allocated as part of the services and is not portable or otherwise transferable by the client in any manner whatsoever.

Service Provision 7.3
See Below!

Service Provision 7.3.1
Eightlegged.com have purchased space on a server to promote both your and their own business and Eightlegged.com believes that all locally held websites will be backed up the server owner. However Eightlegged.com does not make local back up copies of the amendments to the client’s Website that they may make themselves using their own resources.

Service Provision 7.3.2
All efforts to keep the sites up and running at all times will be carried out with due diligence. The very nature of the Internet in general means that there are few experienced suppliers in the business and the servers that we host our sites on belong to trusted third parties. Nevertheless, Eightlegged.com cannot be held responsible for the server supply.

Service Provision 7.3.3
In the unlikely event of total and permanent disruption to service sites can be rehosted on a different server although in this unlikely event a transference fee may be charged.. If your site is to be one that depends on a guaranteed service we can host that site on specialist servers at an additional cost. If you require transferring your domain name during your contract we reserve the right to charge an administration fee in accordance with an hourly rate for the work involved.

Service Provision 7.3.4
All designs entrusted to Eightlegged.com shall remain the property of Eightlegged.com with the exception of company trade marks and logos. All logos and trademarks supplied to Eightlegged.com must be with the permission of their owners.

Acceptable Use Policy 7.4
See Below!

Acceptable Use Policy 7.4.1
Personal and business hosting accounts are to be used by the primary owner only. Personal and business account holders are not permitted resell, store or give away web-hosting services of their website to other parties without express permission from Eightlegged.com. Web hosting services are defined as allowing a separate, third party to host content on the owner's Website. Exceptions to this include advertisement banners, classified advertisements, and personal advertisements.

Acceptable Use Policy 7.4.2
Eightlegged.com reserves the right to refuse service and /or access to its servers to anyone.

Acceptable Use Policy 7.4.3
Eightlegged.com does not allow any of the following content to be stored on its servers and reserves the right to suspend or cancel a client's access to any or all services provided by it when it decides that the client is displaying or distributing the following :

Acceptable Use Policy 7.4.3.2
Material that is obscene, pornographic or indecent.

Acceptable Use Policy 7.4.3.3
Material that is defamatory, libellous unlawfully threatening or harassing.

Acceptable Use Policy 7.4.3.4
Material which contains any viruses or other computer programs intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any personal information.

Acceptable Use Policy 7.4.3.5
Material relating to Hacking, Cracking, Warez and IRC.

Acceptable Use Policy 7.4.4
Software downloads may only be hosted if you are the writer and copyright owner of the software, all other software including freeware, shareware and trial software is forbidden. Audio and video downloads may only be hosted if you are the creator and copyright owner of the work.

Bulk Email 7.5
The use of our network to send bulk email whether opt-in or otherwise, and the use of bulk email to promote a site on our network is strictly forbidden.

Misuse of Resources 7.6
See Below!

Misuse of Resources 7.6.1
Including but not limited to employing applications which consume excessive CPU time, memory or storage space. Chat/IRC, web proxy and mailing list scripts are not allowed on our network under any circumstances. Streaming media can be a drain on web server resources and as such is not allowed. CGI based message forums which use flat file databases are often found to use excessive system resources, to avoid disappointment please use a PHP or ASP scripted message forum that makes use of a relational database. The use of web cam applications which maintain a constant FTP connection uploading an image at regular intervals is forbidden.

Misuse of Resources 7.6.2
If you are unsure about content you intend to place on our network, please check with us before you do. We reserve the right to determine what constitutes acceptable use.

Misuse of Resources 7.6.3
Should Eightlegged.com receive a complaint from a third party that the customer’s use of the services involves material prohibited in accordance with paragraphs 6.3 to 6.6 above, then Eightlegged.com reserves the rights to suspend a customer’s access to services for up to 14 days to allow the complaint to be investigated.

Unlimited Use Policy 7.7
See Below!

Unlimited Use Policy 7.7.1
High bandwidth usage: Eightlegged.com offers a limited bandwidth use policy of 5000Mb per customer account per month. If n rare cases, Should Eightlegged.com find a customer ‘s website to be using server resources to such an extent that he or she may jeopardize server performance and resources for other customers or exceed their allocated 5000Mb monthly allowance, Eightlegged.com reserves the right to impose the High Resource User Policy for the consideration of all customers.

High Resource User Policy 7.7.2
See Below!

High Resource User Policy 7.7.3
Resources are defined as bandwidth and/or processor utilization. Eightlegged.com may implement the following policy to its sole discretion: When a website is found to be monopolising the resources available Eightlegged.com reserves the right to suspend that site immediately. This policy is only implemented in extreme circumstances and is intended to prevent the misuse of our servers. Clients may be offered an option whereby Eightlegged.com continues hosting the website for an additional fee using a suitable dedicated web server employing unrestricted bandwidth or an increased monthly bandwidth allowance at an additional cost.

Disclaimer 8.1
Eightlegged.com’ entire liability to the client in respect of any breach of its contractual obligations, any breach of warranty, any representation, statement or tortuous act or omission including negligence arising under or in connection with this agreement shall be strictly limited to the charge specified in the client contract.

Disclaimer 8.2
Eightlegged.com will have no further liability for any loss, damage, costs or liability whatsoever which the client may incur including without limitation lost sales, profits, indirect and or consequential losses. In particular and without limitation Eightlegged.com shall not be liable to the client as a result of any virus introduced or passed on to him. The client is strongly advised to have their own anti-virus, anti-spy ware and firewall software in place.

Disclaimer 8.3
Eightlegged.com shall not be responsible for any loss or failure caused by the fault of any Internet service provider or the incompatibility of its software with any third party. Eightlegged.com does not represent or warrant that a client’s URL (web address) will achieve a favourable position, listing or ranking within the search engines and web directories.

Disclaimer 8.4
Without limitation to the above Eightlegged.com makes no warranties of any kind, expressed or implied for services we provide. Eightlegged.com disclaims any warranty or merchantability or fitness for a particular purpose. The includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by Eightlegged.com and its employees. Eightlegged.com reserves the right to revise its policies at any time.

Disclaimer 8.5
Neither party to this agreement shall be liable for any failure or delay in performance of this agreement due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.

Indemnification 9.1
The client agrees that it shall defend, indemnify, save and hold Eightlegged.com harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees asserted against Eightlegged.com, its agents, its customers, officers and employees, that may arise or result from:

Indemnification 9.1.1
Any material supplied by the client infringing or allegedly infringing on the proprietary rights of a third party;

Indemnification 9.1.2
Any service provided or performed or agreed to be performed or any product sold by the client, its agents, employees or assigns.

Indemnification 9.2
The client agrees to defend, indemnify and hold Eightlegged.com harmless against liabilities arising out of:

Indemnification 9.2.1
Any injury to person or property caused by any product sold or otherwise distributed in connection with the web servers belonging to Eightlegged.com;

Indemnification 9.2.2
Copyright infringement and any defective products sold to third parties from the web servers belonging to Eightlegged.com;

Indemnification 9.2.3
The client’s Website containing or using material set out at 7.4.3.1 to 7.4.3.5 above.

Software Licence 10
The client grants to Eightlegged.com a royalty free, world wide, non exclusive licence to use the text, graphics, images and other related material featured, displayed or used in or in relation to the web site for the purpose only of allowing Eightlegged.com to perform the services under this agreement.

Termination 11
Eightlegged.com will use all reasonable endeavours to complete its obligations under the customer contract. If Eightlegged.com is unable to do so for reasons beyond its reasonable control it may terminate the customer contract by giving 10 days notice in writing. In such circumstances, Eightlegged.com shall render an invoice for such part of the service or product that has been delivered or completed and not previously billed.

Non Solicitation of Staff 12
The client agrees that during the term of this agreement and for an additional period of 6 months after termination, the client shall not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee of Eightlegged.com or their contracted agents engaged in the performance of the services.

Assignment 13.1
The client shall not assign, transfer or sub-contract the benefit and/or burden of this agreement without the prior written consent of Eightlegged.com

Assignment 13.1
Eightlegged.com may assign, transfer or sub-contract the benefit and/or burden of this agreement.

Confidentiality 14
Each party to this agreement will at all times keep confidential information acquired in consequence of this agreement, except for information which they may be entitled or bound to disclose under compulsion of law or where requested by regulatory agencies or to their professional advisers where reasonably necessary for the performance of their professional services.

Dispute Resolution 15
All disputes or differences under or arising out of this agreement may be referred to a single arbitrator to be agreed upon by the parties or in default of agreement by the President for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1996.

Invalidity 16
If any provision of this agreement is held to be void or declared illegal, invalid or unenforceable for any reason that provision shall be divisible from this agreement and shall be deemed to be deleted from it and the validity of the remaining provisions shall not be affected.

Governing Law 17
This agreement shall be governed by and construed in accordance with the laws of England