E-CC Terms and Conditions

By accessing and/or utilising E-CC's services you agree to the following terms and conditions:

Parties:
1 "The Developer": E-Commerce Consortium Limited, Registered Office: 68 Charlock Way, Guildford, Surrey, GU1 1XZ.
2 "The Customer" - A party, company or individual utilising The Developer's services.

Recitals:
(A) The Developer is engaged in the business of providing the following services for Customers:

(B) The Customer wishes to engage the Developer to provide certain services and the Developer agrees to accept the engagement subject to the terms and conditions of this Agreement.

1 Definitions

2 Website Development Services, Completion and Delivery
2.1 In consideration for the payment by the Customer of the Development Fee, the Developer will:

2.1.1 Discuss the Customer's website requirements and develop an initial design of the Website for approval by the Customer.

2.1.2 Upon receipt of the Customer's written approval of the Developer's design, the Developer will make such reasonable revisions to the initial design of the Website and the Website Specification as shall be agreed and then develop the Website in accordance with the Website Specification and timetable;

2.1.3 In consideration for the payment of the Services Fee, the Developer will provide the Services.

2.1.4 Unless otherwise agreed between the Customer and the Developer, the Customer agrees to provide the component parts of the website (namely the text and images) within thirty (30) days of the Customer's acceptance of these terms, failure to do so will render this agreement null and void.
2.2 Unless otherwise agreed between the Customer and the Developer, the Developer will notify the Customer that the Website is ready to sign off and upon payment by the Customer of the balance of the Development Fee and upon the Customer signing off that it is satisfied with the website so created the Developer will launch the Website for the Customer.

3 Search Engine Optimisation
3.1 Prior to work being undertaken by the Developer in relation to Search Engine Optimisation the Customer will assure the Developer in writing that:

3.1.1 It has not employed the services of another Search Engine Optimisation Company to work on the website at the same time as the Developer.

3.1.2 It has not employed the services of a Submission Company during the same period.

3.1.3 It has not created any duplicate sites, duplicate content or pages, redirects or gateway pages.

3.1.4 It has not requested or exchanged links with link farms or undertaken any spamming techniques that may prejudice the web site's ranking with search engines.

3.2 The Developer reserves the right to terminate its engagement by the Customer if at any time it is suspected that the target web site (i.e. the Customer's web address whose optimisation is the object of the campaign) or web pages linked thereto are involved in any practice which the Developer deems to be illegal or unethical.

3.3 The Developer will strive to ensure the Customer's website is optimised, for the agreed key phrases, for Search Engine performance using some or all of the Developer's known best practices within the agreed allocated time for this task .

3.4 The Developer can give no guarantee to the Customer either in relation to the ranking provided by any search engine or to the duration in time a web address will retain its ranking nor can it guarantee or quantify any increase in traffic to the web address resulting from the optimisation campaign. If commissioned to do so, the Developer will use its best endeavours to maintain the ranking of the Customer's web address and to respond promptly to any fluctuations in the Customer's web address ranking with the major search engines.
4 Hosting, Domain Names & Email
4.1 Hosting, Domain names and Email services are in general, but not exclusively, purchased from a partner company to which value is added. The Developer shall not be held responsible for the performance, availability or renewal of these items & services. For the terms and conditions specific to each, the Customer is referred to the terms & conditions of the partner company.

5 Consultancy and other Services
5.1 Consultancy, project management, planning, meetings, and other services not already covered will be charged for based on the Developer’s prevailing hourly or daily rate for that service plus costs of any materials or other services used. Any such services to be provided by the Developer not included in the Development Fee will be agreed in advance between the Developer and Customer.

6 Fees and Charges
6.1 The Fee shall be payable upon receipt of the Developer's invoice.

6.2 Upon the Fee shall be levied value added tax for which the Customer shall be additionally liable and may be varied if the Customer's requirements change at any time during the performance of this Agreement.

6.3 If the Fee is not received by the due date, the Developer reserves the right to charge interest at the rate of 5% per annum above the base lending rate of its currrent bank from the due date until the date of payment.

7 Intellectual Property Rights
7.1 The Customer acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights created, developed, subsisting or used in or in connection with the development of the Website and all rights in any core files created or developed by the Developer in connection with the development of the Website are and shall remain the sole property of the Developer (or its third party licensors).
The Developer acknowledges that the provisions of this clause shall not apply to any and all of the copyright, trade marks, trade names, patents and other intellectual property rights subsisting or used in or in connection with the development of the Website, designs, overall unique concept, documents, data, plans or other materials provided by the Customer to the Company for the purpose of providing the Services, and the Developer hereby grants to the Customer a perpetual exclusive right to use all such rights in accordance with the single Website Specification. The Customer shall not at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership by the Developer thereof. The Developer shall not at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership by the Customer thereof.

7.2 In the event that new inventions, designs or processes evolve in the performance of or as a result of this Agreement, the Customer acknowledges that the same shall be the property of the Developer unless otherwise agreed in writing by the Developer. The Customer will continue to retain ownership of the overall unique concept.

7.3 The Customer shall indemnify the Developer fully against all liabilities, costs, damage, damages and expenses which the Developer may incur as a result of work done in accordance with the Customer's instructions in the development of the Website which infringe any copyright, trade mark or other intellectual property right (including but not limited to framing or linking to third party websites and/or third party proprietary material) of any third party.
8 Warranties and Liability
8.1 The Developer warrants that the services provided under this Agreement will be provided with reasonable care and skill. During the first 30 days after delivery, any functional errors or anomalies reported and agreed to exist in the developed files, assuming running and viewing platforms and supporting infrastucture remain unchanged, shall qualify for rectification work to be carried out by the Developer without further recourse to the Customer. The Developer is not responsible for errors arising from incorrectly entered or corrupted data, usage outside of the originally intended scope or beyond the capabilities of the technology used, malfunction of supporting hardware or software infrastructure, or any circumstances outside of the Developer's control.

8.2 Save as expressly provided in clause 7.1, the Developer shall not be liable by reason of any representation (other than fraudulent representations or negligence), or any implied warranty, condition or other term or any duty at common law or under the express terms of this Agreement for any indirect, special or consequential loss or damage (whether loss of profit, contracts, business or goodwill or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the Developer, its employees or agents or otherwise) which arise out of or in connection with this Agreement.

8.3 Proofs of all work may be submitted for Customer's approval and the Developer shall incur no liability for any errors not corrected and communicated by the Customer in proofs so submitted. Any alterations suggested by the Customer and additional proofs necessitated thereby may result in additional charges. The Developer is not responsible for the availability of the Customer's web sites , and does not endorse and is not responsible or liable for any content therein.

8.4 Unless otherwise contractually specified any web application or design will endeavour to support the following Browsers: Windows Internet Explorer v6 and Windows Internet Explorer v7. Note that different versions of Browsers, Operating Systems and Screens are constantly installed and updated by global users resulting in an indefinite number of permutations. These different environments may have an affect on the way html or xhtml code is rendered, delivered to or viewed by the end user. Where possible ECC design to create websites generically acceptable to current popular IT & browser environments (as outlined above) but cannot guarantee uniformity in all situations.

9 Confidential Information
9.1 All information, specifications, documents, drawings, contracts, design material and other data which the Developer may have imparted and may from time to time impart to the Customer relating to its know-how, business, clients, services, software, prices, the Website or Application, contracts, website design, architecture and content is proprietary and confidential.

9.2 The Customer hereby agrees that it will use such confidential information and all other data solely for the purposes of this Agreement and that it will not at any time during or any time after the completion, expiry or termination of this Agreement use or disclose the same whether directly or indirectly, to any third party without the Developer's prior written consent.

9.3 The Customer further agrees that it will not itself or through any subsidiary or agent, use, sell, license, sub-license, create, develop or otherwise deal in any confidential information
supplied to it by the Developer or obtained pursuant to this Agreement.

9.4 The Developer agrees to keep all Customer and Customer's client information confidential and stored securely.

10 Termination
10.1 Either party may by notice in writing immediately terminate this Agreement if the other shall:

10.1.1 be in breach of any of the terms of this Agreement which, in the case of a breach capable of remedy, shall not have been remedied within 21 days of receipt of a written notice specifying the breach and requiring its remedy

10.1.2 be unable to pay its debts or enter into compulsory or voluntary liquidation or compounds with or convenes a meeting of its creditors or has a receiver or manager appointed or (being an individual or firm) becomes bankrupt or ceases for any reason to carry on business or takes or suffers any similar action.

10.2 Within seven (7) days of the date of termination of this Agreement for whatever reason, the Customer will return or destroy (as the Developer will instruct) hard copy forms of the Website, the Developer's designs, graphics and all audio-visual and hard copy material and data relating to the Website and purge all magnetic media forms of the Website and all software and related materials and provide the Developer with a certificate certifying that the original and all copies of such material (in whole or in part), in any form of media have been so returned or destroyed and/or purged as the case may be and permit the Developer's personnel or agents to collect, destroy or purge the same.

10.3 Termination of this Agreement shall be without prejudice to any accrued rights of either party.

11 Force Majeure
11.1 Neither of the parties to this Agreement shall be responsible to the other party for any delay in performance or non-performance due to any causes beyond the reasonable control of the parties hereto ('Event of Force Majeure'), but the affected party shall upon the occurrence of any such cause so inform the other party , as soon and as quickly as possible, stating that such cause has delayed or prevented its performance hereunder and thereafter such party shall take all action within its power to comply with the terms of this Agreement.

11.2 In the event that the Event of Force Majeure shall continue for a continuous period of 2 months, then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.

12 Notice
12.1 Any notice required by this Agreement to be given by either party to the other shall be in writing and shall be delivered or sent by first class post or by facsimile transmission to the address of the other party set out in this Agreement (or to such other address as may have been notified) and any such notice shall be deemed to have been served, if delivered, at the time of delivery, if sent by post 48 hours after posting and if sent by facsimile, 1 hour after transmission.

13 Waiver
13.1 The waiver by either party of a breach or default of any provision of this Agreement by the other shall not be construed as a waiver of any succeeding breach of the same or other provisions of this Agreement.

14 Transfer
14.1 The Customer shall not assign, sub-contract or otherwise transfer this Agreement without the prior written consent of the Developer, which consent shall not be unreasonably withheld. For the avoidance of doubt, the provisions of this clause shall not apply to the Developer.

15 Entire Agreement
15.1 This Agreement sets out the entire agreement of the parties and supersedes all prior agreements and understandings relating to its subject matter. This provision shall not apply in the case of fraud.

16 Law and Jurisdiction
16.1 This Agreement shall be governed by English law and the parties shall submit to the exclusive jurisdiction of the English Courts.


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