Please read these Web Development Terms
carefully, as they set out our and your legal rights and obligations in
relation to our web development services.
1. Definitions
and interpretation
1.1 In
the Agreement:
“Acceptance
Criteria” has the meaning given to it in Clause [5.2];
“Acceptance
Period” means the period of 10 Business Days beginning on the date of
actual delivery of the Website to the Customer;
“Agreement”
means the agreement between the Developer and the Customer incorporating these
Web Development Terms and the Proposal, and any amendments to it from time to
time;
“Business
Day” means any week day, other than a bank or public holiday in [
“Business
Hours” means between 09:00 and 17:00
“CCN” means a change control notice issued in accordance with Clause [6];
“CCN
Consideration Period” means the period of 7 Business Days
following the receipt of a CCN sent by the other party;
“Change”
means any change to the terms of the Agreement (including for the avoidance of
doubt any change to Website specification in the Proposal);
“Charges”
means the amounts payable by the Customer to the Developer under or in relation
to the Agreement (as set out in the Proposal);
“Confidential
Information” means the Customer Confidential Information and the
Developer Confidential Information;
“Credit”
means a credit for the Developer on the Website, in the form specified in the
Proposal;
“Customer”
means the customer for services under the Agreement as specified in the
Proposal;
“Customer
Confidential Information” means:
any information
disclosed by the Customer to the Developer [during the Term / before the end of
the Term] (whether disclosed in writing, orally or otherwise) that at the time
of disclosure: (i) was marked as “confidential”; or (ii) should
have been reasonably understood by the Developer to be confidential; and
“Customer
Works” means the works and materials provided to the Developer by the
Customer, or by any third party acting for or on behalf of the Customer, for
incorporation into the Website;
“Defect”
means a defect, error or bug having a material adverse effect on the
appearance, operation or functionality of the Website but excluding any defect,
error or bug caused by or arising as a result of:
(a) an act or
omission of the Customer, or an act or omission of one of the Customer's
employees, officers, agents or sub-contractors; or
(b) an
incompatibility between the Website and any other application, program or
software (other than the Customer Works and the Third Party Works);
“Delivery
Date” means the date for delivery of the Website specified in the
Proposal;
“Design
Elements” means the visual appearance of the Website (including page
layouts, artwork, photographs, logos, graphics, animations, video works and
text comprised in the Website) together with all mark-ups and style sheets
comprised in or generated by the Website, but excluding:
(a) the Customer
Works; and
(b) the Third Party
Works;
“Developer”
means Iris Design, a partnership established under English law having its
principal place of business at Studio 11, Scorrier Park, Redruth, Cornwall TR16
5AU.
“Developer
Confidential Information” means:
(a) any information
disclosed by the Developer to the Customer during the Term (whether disclosed
in writing, orally or otherwise) that at the time of disclosure: (i) was marked
as “confidential”; or (ii) should have been reasonably understood
by the Customer to be confidential; and
“Effective
Date” means the date of execution of the Proposal;
“Force
Majeure Event” means an event, or a series of related events, that is
outside the reasonable control of the party affected (including failures of or
problems with the internet or a part of the internet, hacker attacks, virus or
other malicious software attacks or infections, denial of service attacks,
power failures, industrial disputes affecting any third party, changes to the
law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual
Property Rights” means all intellectual property rights wherever in
the world, whether registered or unregistered, including any application or
right of application for such rights (and the “intellectual property
rights” referred to above include copyright and related rights, database
rights, confidential information, trade secrets, know-how, business names,
trade names, trade marks, service marks, passing off rights, unfair competition
rights, patents, petty patents, utility models, semi-conductor topography
rights and rights in designs);
“Personal
Data” has the meaning given to it in the Data Protection Act 1998;
“Proposal”
means the proposal document issued by the Developer detailing the scope of the
Services and other matters relating to the Agreement;
“Services”
has the meaning given to it in Clause [3.1];
“Software
Elements” means the Website excluding:
(a) the Design
Elements;
(b) the Customer
Works; and
(c) the Third Party
Works;
“Third
Party Works” means the works and materials comprised in the Website,
the Intellectual Property Rights in which are owned in whole or part by a third
party (excluding the Customer Works);
“Term”
means the term of the Agreement; and
“Website”
means the website or web application to be developed by the Developer for the
Customer under the Agreement.
1.2 In the Agreement, a
reference to a statute or statutory provision includes a reference to;
(a) that statute or
statutory provision as modified, consolidated and/or re-enacted from time to
time; and
(b) any subordinate
legislation made under that statute or statutory provision.
1.3 The Clause headings do
not affect the interpretation of the Agreement.
1.4 The ejusdem generis
rule is not intended to be used in the interpretation of the Agreement.
2. Term
The
Agreement will come into force on the Effective Date and will continue in force
until the later of:
(a) the acceptance of
the Website by the Customer in accordance with Clause [5]; and
(b) the receipt by
the Developer of all amounts due to be paid by the Customer to the Developer
under the Agreement,
upon
which it will terminate automatically, unless terminated earlier in accordance
with Clause [14].
3. The
Services
3.1 The Developer will:
(a) design, develop
and deliver the Website;
(b) incorporate the
Customer Works specified in the Proposal or agreed in writing by the parties,
together with the Third Party Works, into the Website; and
(c) deliver the
Website and the files comprising the Website to the Customer in accordance with
Clause [5],
(the
“Services”).
3.2 The Developer will use
reasonable endeavours to perform the Services in accordance with the timetable
set out in the Proposal; however, the Developer does not guarantee that that
timetable will be met.
4. Customer
obligations
4.1 The Customer will
provide the Developer with:
(a) such co-operation
as is required by the Developer (acting reasonably) to enable the performance by
the Developer of its obligations under the Agreement; and
(b) all information
and documents required by the Developer (acting reasonably) in connection with
the provision of the Services.
4.2 The Customer will be
responsible for procuring any third party co-operation reasonably required by
the Developer to enable the Developer to fulfil its obligations under the
Agreement.
4.3 The Customer will supply to the Developer all those Customer Works that are specified in the Proposal.
4.4 The Customer will fulfil its obligations under Clause [4.3] in accordance with the timetable set out in the Proposal or, if no timetable is set out, promptly following the receipt of a written request for the relevant Customer Works from the Developer. The Developer shall not be in breach of the Agreement by virtue of any delay in the performance of its obligations under the Agreement arising out of a breach by the Customer of this Clause [4.4].
4.5 The Customer hereby
grants to the Developer a licence to copy and use the Customer Works during the
Term for the purposes of fulfilling its obligations and exercising its rights
under the Agreement.
5. Delivery
and acceptance
5.1 The Developer will use reasonable endeavours to deliver the Website to the Customer for acceptance testing on or before the Delivery Date. The Developer hereby grants to the Customer a licence to use the Software Elements and Design Elements during the Acceptance Period only for the purpose of carrying out tests under this Clause [5];
5.2 During the Acceptance
Period, the Customer will carry out acceptance tests to determine:
(a) whether the
Website conforms in all material respects with the specification of the Website
in the Proposal; and
(b) whether the
Website has any Defects,
(the
“Acceptance Criteria”).
5.3 If in the Customer's
reasonable opinion the Website meets the Acceptance Criteria, the Customer will
send to the Developer a written notice during the Acceptance Period confirming
acceptance of the Website.
5.4 If in the Customer's
reasonable opinion the Website does not meet the Acceptance Criteria, the
Customer will send to the Developer a written notice during the Acceptance
Period setting out in detail the respect(s) in which the Website does not meet
the Acceptance Criteria.
5.5 If the Developer
(acting reasonably) agrees that the Website does not meet the Acceptance
Criteria, the Developer will have a further remedial period (of [30] Business
Days) to modify the Website so that it meets the Acceptance Criteria.
5.6 The Website will be
deemed to have been accepted by the Customer if:
(a) the Customer does
not give any notice to the Developer under either Clause [5.3] or Clause [5.4]
during the Acceptance Period; or
(b) the Customer
publishes the Website or uses the Website for any purpose other than testing.
6. Change
control
6.1 The provisions of this Clause [6] apply to all Changes requested by a party.
6.2 Either
party may request a Change at any time.
6.3 When requesting a Change, the requesting party will notify the other party and provide a CCN. The CCN will set out (as a minimum):
(a) details of the impact on the timetable for the provision of the Services;
(b) details of any Customer Works and Third Party Works that will be required as a result of the Change; and
(c) details of any variation to the Charges consequent upon the Change.
6.4 The other party will consider any proposed Change and respond to any CCN within the CCN Consideration Period.
6.5 Either party may:
(a) accept or reject a CCN issued by the other party;
(b) request further information concerning any aspect of a CCN issued by the other party; and/or
(c) request amendments to a CCN issued by the other party.
6.6 Following agreement of a CCN, each party will confirm its agreement to the CCN by:
(a) signing a copy of the CCN and sending the signed CCN to the other party; or
(b) otherwise sending its written acceptance of the CCN to the other party.
6.7 Until a CCN recording a
proposed Change has been signed or agreed in writing by each party, the
proposed Change will not take effect.
7. Unlawful
content
7.1 The Customer must
ensure that the Customer Works will not:
(a) infringe any
person's Intellectual Property Rights or other legal rights;
(b) breach any laws
or regulations; or
(c) give rise to a
cause of action against any person,
in
each case under any applicable law.
7.2 Any breach by the
Customer of Clause [7.1] will be deemed to be a material breach of the
Agreement for the purposes of Clause [14].
7.3 The Customer hereby
indemnifies and undertakes to keep indemnified the Developer against any and
all damages, liabilities, cost, losses and expenses (including legal expenses)
suffered or incurred by the Developer and arising out of any breach [or alleged
breach] by the Customer of Clause [7.1].
8. Charges
and payment
8.1 The Developer will
issue invoices for the Charges to the Customer on the relevant invoicing dates
set out in the Proposal, or (if earlier) upon the acceptance of the Website by
the Customer.
8.2 The Customer will pay
the Charges to the Developer within 7/30 days of the date of issue of an
invoice issued in accordance with Clause [8.1].
8.3 All Charges stated in
or in relation to the Agreement are stated exclusive of VAT, unless the context
requires otherwise.
8.4 Charges must be paid by bank transfer or by cheque (using such payment details as are notified by the Developer to the Customer from time to time)]
8.5 If the Customer does
not pay any amount properly due to the Developer under or in connection with
the Agreement, the Developer may:
(a) charge the
Customer interest on the overdue amount at the rate of [8]% per year above the
base rate of [HSBC Bank Plc] from time to time (which interest will accrue
daily until the date of actual payment and will be compounded quarterly); or
(b) claim interest
and statutory compensation from the Customer pursuant to the Late Payment of
Commercial Debts (Interest) Act 1998.
8.6 Any licence fees for
Third Party Works will be payable by the Customer in addition to the Charges
specified in the Proposal (unless the parties agree otherwise.
8.7 Once a deposit is paid and work completed you are obliged to pay the balance of payment in full. We will contact clients via email and telephone to remind them of such payments if they are not received when due.
8.8 If accounts are not settled or Iris Design have not been contacted regarding the delay, access to the related website may be denied and web pages removed, we will then pass such cases to the Small Claims Court to pursue payment, non payment can result in county court judgements (ccj's) being added to the clients credit rating.
Following consistent non payment of an invoice our Solicitors will contact the
client in question, with a view to taking the matter further and if need be to
seek payment through legal procedures, and if necessary court summons.
9. Intellectual Property Rights
9.1 From the date of acceptance of the Website by the Customer, the Developer hereby assigns to the Customer all its Intellectual Property Rights in the Design Elements. These rights are assigned for the whole term of such rights together with all reversions, revivals, extensions and renewals, and this assignment includes the right to bring proceedings for past infringement of the assigned Intellectual Property Rights.
9.2 All Intellectual Property Rights in the Software Elements will, as between the parties, be the property of the Developer and, from the date of acceptance of the Website by the Customer, the Developer grants to the Customer a non-exclusive worldwide licence to use the Software Elements in connection with the Website, subject always to the other terms of the Agreement, and providing the Customer must not:
[(a) sell, resell, rent, lease, supply, distribute or redistribute the Software Elements;
(b) use the Software Elements in connection with any website, web application, script, computer program or software (other than the Website); or
(c) alter or adapt or edit the Software Elements,]
and the Customer may only sub-license the rights licensed under this Clause for the limited purposes, and subject to the express restrictions, specified in this Clause.
9.3 The Third Party Works will be (at the option of the Developer):
[(a) supplied in accordance with the relevant licensor’s standard terms for online use;
(b) supplied on licence terms notified by the Developer to the Customer;
(c) sub-licensed by the Developer to the Customer on terms notified by the Developer to the Customer; and/or
(d) sub-licensed by the Developer to the Customer on the basis of a non-exclusive, worldwide, royalty-free licence to use the Third Party Works in connection with the Website.]
9.4 Notwithstanding any other provision of the Agreement, the assignments and licences granted by the Developer under the Agreement are subject to the payment by the Customer of all amounts owing to the Developer in full and on time. In the event that the Customer owes any amount to the Developer and fails to pay that amount to the Developer within [14 days] of receiving a notice:
(a) requiring it to do so; and
(b) specifying that the assignment will revert and the licences will terminate if the amount remains unpaid, then the Developer may immediately revert the assignments and terminate the licences granted by the Developer under the Agreement by giving written notice of reversion and termination to the Customer.
9.5 Subject to Clause [9.4], upon and following the termination of the Agreement, any licences granted by the Developer to the Customer under this Clause [9] will continue notwithstanding termination.
9.6 The Developer may
include the Credit together with a link to the Developer's website on [each
page] of the Website in a position and in a form to be determined by the
Developer acting reasonably. The
Customer will retain any such Credit and link in any adapted version of the
Website, and the Customer will (and will only) remove any such Credit and link
from the Website at the Developer’s request.
9.7 The
Customer grants to the Developer a non-exclusive worldwide licence, under the
Intellectual Property Rights in the Website, to use the Website for the purpose
of marketing the Developer's services to third parties [providing that the
Developer will only disclose or demonstrate the Website to a third party under
the terms of a written and reasonably comprehensive confidentiality agreement].
10. Warranties
10.1 The Customer warrants to the Developer that it has the legal right and authority to enter into and perform its obligations under the Agreement
10.2 The Developer warrants to the
Customer:
(a) that it has the
legal right and authority to enter into and perform its obligations under the
Agreement;
(b) that it will
perform its obligations under the Agreement with reasonable care and
skill;
(c) that the Website
(excluding the Customer Works and Third Party Works) will not infringe
any person's Intellectual Property Rights under English law; and
(d) that the Website
will operate without any Defects upon the date of acceptance of the Website.
10.3 If the Customer demonstrates
to the Developer that the Website suffers from any Defect during the period of [60 days]
following the date of acceptance, the Developer will, for no additional charge,
carry out any work necessary in order to remedy the Defect.
10.4 The Customer acknowledges
that the Developer will design the Website to work with the web browser and
server technologies specified in the Proposal, and the Developer does not
warrant that the Website will work with any other web browser or server
technologies.
10.5 Without prejudice to the
warranty in Clause [10.2(c)], the Customer further acknowledges that the
Developer does not purport to provide any legal advice under the Agreement or
in relation to the Website and the Developer does not warrant that the Website
will not give rise to any civil or criminal legal liability on the part of the
Customer or any other person.
10.6 All of the parties'
liabilities and obligations in respect of the subject matter of the Agreement
are expressly set out herein. To
the maximum extent permitted by applicable law and subject to Clause [11.1], no
other terms concerning the subject matter of the Agreement will be implied into
the Agreement or any related contract.
11. Limitations and exclusions of
liability
11.1 Nothing in the Agreement will:
(a) limit or exclude the liability of a party
for death or personal injury resulting from negligence;
(b) limit or exclude the liability of a party
for fraud or fraudulent misrepresentation by that party;
(c) limit any liability of a party in any
way that is not permitted under applicable law; or
(d) exclude any liability of a party that
may not be excluded under applicable law.
11.2 The limitations and exclusions of liability set
out in this Clause [11] [and elsewhere in the Agreement]:
(a) are subject to Clause [11.1];
(b) govern all liabilities arising under
the Agreement [or any collateral contract] or in relation to the subject matter
of the Agreement [or any collateral contract], including liabilities arising in
contract, in tort (including negligence) and for breach of statutory duty; and
[(c) will [not limit or exclude / limit and
exclude] the liability of the parties under the express indemnities set out the
Agreement[, and any amounts paid under any indemnity in the Agreement shall not
count towards any aggregate liability cap under Clause [11.10]].]
11.3 The Developer will not be liable in respect of any
loss of profits, income, revenue, use, production or anticipated savings.
11.4 The Developer will not be liable for any loss of
business, contracts or commercial opportunities.
11.5 The Developer will not be liable for any loss of
or damage to goodwill or reputation.
11.6 The Developer will not be liable in respect of any
loss or corruption of any data, database or software.
11.7 The Developer will not be liable in respect of any
special, indirect or consequential loss or damage.
11.8 The Developer will not be liable for any losses
arising out of a Force Majeure Event.
12. Data
protection
12.1 The Customer warrants that it
has the legal right to disclose all Personal Data that it does in fact disclose
to the Developer under the Agreement.
12.2 The Developer warrants that:
(a) it will act only
on instructions from the Customer in relation to the processing of any Personal
Data performed by the Developer on behalf of the Customer; and
(b) it has in place
appropriate security measures (both technical and organisational) against:
(i) unlawful or
unauthorised processing; and
(ii) loss or
corruption,
of
Personal Data processed by the Developer on behalf of the Customer.
13. Confidentiality
and publicity
13.1 The
Developer will:
(a) keep confidential
and not disclose the Customer Confidential Information to any person save as
expressly permitted by this Clause [13]; and
(b) protect the
Customer Confidential Information against unauthorised disclosure by using the
same degree of care as it takes to preserve and safeguard its own confidential
information of a similar nature, being at least a reasonable degree of care.
13.2 The
Customer will:
(a) keep confidential
and not disclose the Developer Confidential Information to any person save as
expressly permitted by this Clause [13]; and
(b) protect the
Developer Confidential Information against unauthorised disclosure by using the
same degree of care as it takes to preserve and safeguard its own confidential
information of a similar nature, being at least a reasonable degree of care.
13.3 Confidential
Information of a party may be disclosed by the other party to that other
party's [officers, employees, agents, insurers and professional advisers],
provided that the recipient is bound in writing to maintain the confidentiality
of the Confidential Information disclosed.
13.4 The
obligations set out in this Clause [13] shall not apply to:
(a) Confidential
Information that is publicly known (other than through a breach of an
obligation of confidence);
(b) Customer Confidential
Information that is in possession of the Developer prior to disclosure by the
Customer, and Developer Confidential Information that is in possession of the
Customer prior to disclosure by the Developer; or
(c) Customer Confidential
Information that is received by the Developer, and Developer Confidential
Information that is received by the Customer, from an independent third party
who has a right to disclose the relevant Confidential Information.
13.5 Nothing
in the Agreement shall restrict a party from making any disclosure of
Confidential Information that is:
(a) required
by law; or
(b) required
by a governmental authority, stock exchange or regulatory body[,
provided
that the party subject to such disclosure requirement must where permitted by
law give to the other party prompt written notice of the disclosure
requirement].
13.6 The
Customer will not make any public disclosure relating to the subject matter of
the Agreement (including press releases, public announcements and marketing
materials) without the prior written consent of the Developer.
14. Termination
14.1 The Developer may terminate
the Agreement at any time by giving at least 30 days' written notice to the
Customer.
14.2 Either party may terminate
the Agreement immediately by giving written notice to the other party if the
other party:
(a) commits any
material breach of any term of the Agreement, and:
(i) the breach is not
remediable; or
(ii)
the breach is
remediable, but the other party fails to remedy the breach within 30 days of
receipt of a written notice requiring it to do so; or
(b) fails to pay any
amount due under the Agreement in full and on time.
14.3 Either party may terminate
the Agreement immediately by giving written notice to the other party if:
(a) the other party:
(i) is
dissolved;
(ii) ceases to conduct
all (or substantially all) of its business;
(iii) is or becomes unable to
pay its debts as they fall due;
(iv) is or becomes insolvent
or is declared insolvent; or
(v) convenes a
meeting or makes or proposes to make any arrangement or composition with its
creditors;
(b) an administrator,
administrative receiver, liquidator, receiver, trustee, manager or similar is
appointed over any of the assets of the other party;
(c) an order is made for
the winding up of the other party, or the other party passes a resolution for
its winding up (other than for the purpose of a solvent company reorganisation
where the resulting entity will assume all the obligations of the other party
under the Agreement); or
(d) (where that other party
is an individual) that other party dies, or as a result of
illness or incapacity becomes incapable of managing his or her own affairs, or
is the subject of a bankruptcy petition or order.
15. Effects
of termination
15.1 Upon termination all the
provisions of the Agreement will cease to have effect, save that the following
provisions of the Agreement will survive and continue to have effect (in
accordance with their terms or otherwise indefinitely): Clauses [1, 7.3, 8.5,
9.2 to 9.7, 10.3, 11, 13.1 to 13.5, 15 and 16.3 to 16.13].
15.2 Termination of the Agreement
will not affect either party’s accrued rights (including the Developer's
accrued rights invoice for and to be paid the Charges) as at the date of
termination.
15.3 If the Agreement is
terminated under Clause [14.1], or by the Customer under Clause [14.2] or
[14.3] (but not in any other case):
(a) the
Developer will promptly provide to the Customer an electronic copy of the
Website; and
(b) the
Customer will be entitled to a refund of any Charges paid by the Customer to
the Developer in respect of any Services which were to be performed after the
date of effective termination, and will be released from any obligation to pay
such Charges to the Developer (such amount to be calculated by the Developer
using any reasonable methodology).
15.4 Save as provided in Clause
[15.3(b)], the Customer will not be entitled to any refund of Charges on
termination, and will not be released from any obligation to pay Charges to the
Developer.
16. General
16.1 Any notice given under the
Agreement must be in writing (whether or not described as “written
notice” in the Agreement) and must be delivered personally, sent by
recorded signed-for post, or sent by fax or email, for the attention of the
relevant person, and to the relevant address, fax number or [email address]
given below (or as notified by one party to the other in accordance with this Clause).
The Developer
Iris Design, Studio 11,
The Customer
The addressee,
address and email address set out in the Proposal.
16.2 A notice will be deemed to
have been received at the relevant time set out below (or where such time is
not within Business Hours, when Business Hours next begin after the relevant
time set out below):
(a) where the notice
is delivered personally, at the time of delivery;
(b) where the notice
sent by recorded post, 48 hours after posting; and
(c) where the notice
sent by fax or email, at the time of the transmission (providing the sending
party retains written evidence of the transmission).
16.3 No breach of any provision of
the Agreement will be waived except with the express written consent of the
party not in breach.
16.4 If a Clause of the Agreement
is determined by any court or other competent authority to be unlawful and/or
unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable
Clause would be lawful or enforceable if part of it were deleted, that part
will be deemed to be deleted, and the rest of the Clause will continue in
effect (unless that would contradict the clear intention of the parties, in
which case the entirety of the relevant Clause will be deemed to be deleted).
16.5 Nothing in the Agreement will
constitute a partnership, agency relationship or contract of employment between
the parties.
16.6 The Agreement may not be
varied except:
(a) through the
Change control procedure in Clause [6]; or
(b) by a written
document signed by or on behalf of each of the parties].
16.7 The Customer hereby agrees
that the Developer may freely assign any or all of its contractual rights
and/or obligations under the Agreement to any third party. The Customer may not without the prior
written consent of the Developer assign, transfer, charge, license or otherwise
dispose of or deal in the Agreement or any of its contractual rights or
obligations under the Agreement.
16.8 The Developer may subcontract
any of its obligations under the Agreement to any third party without the
Customer's consent.
16.9 The Customer will not,
without the Developer's prior written consent, either during the term of the
Agreement or within 6 months after the date of effective termination of the
Agreement, engage, employ or otherwise solicit for employment any employee or
contractor of the Developer who has been involved in the performance of the
Agreement.
16.10 Each party agrees to execute (and arrange
for the execution of) any documents and do (and arrange for the doing of) any
things reasonably within that party’s power, which are necessary to
enable the parties to exercise their rights and fulfil their obligations under
the Agreement.
16.11 The Agreement is
made for the benefit of the parties, and is not intended to benefit any third
party or be enforceable by any third party. The rights of the parties to terminate,
rescind, or agree any amendment, waiver, variation or settlement under or
relating to the Agreement are not subject to the consent of any third party.
16.12 The Agreement constitutes the entire
agreement and understanding of the parties in relation to the subject matter of
the Agreement, and supersedes all previous agreements, arrangements and
understandings between the parties relating to the subject matter of the
Agreement. Subject to Clause
[11.1], each party acknowledges that no representations or promises not
expressly contained in the Agreement have been made by or on behalf of the
other party.
16.13
The Agreement will be governed by and construed in
accordance with the laws of
16.14
Website Optimisation - Due to external factors, such
as changes to the way search engines rank websites, we cannot offer any
guarantees regarding the position we will achieve for websites. The process of
optimizing websites itself will bring in more traffic and hits and you'll see
visits increase to your site naturally. We cannot accept liability for any
change in rankings, or drop off in the position of your website due to changes
in the algorithms of the search engines or the factors that they use to rank websites.