Terms and Conditions

ECorporate Web Services Limited Terms

 1. Definitions and interpretation

1.1     In the Agreement:

“Acceptance Criteria” has the meaning given to it in Clause [5.2];

“Acceptance Period” means a period of 7 Business Days beginning on the date of actual delivery of the Website or functionality to the Customer;

“Charges” means the amounts payable by the Customer to ECorporate Web Services Limited under or in relation to the Agreement (as set out in the Proposal);

“Confidential Information” means the Customer Confidential Information and the Provider Confidential Information;

“Customer Confidential Information” means:

(a)      any information disclosed (whether disclosed in writing, orally or otherwise) by the Customer to ECorporate Web Services Limited that is marked as “confidential” or described as “confidential”;

“Designer Confidential Information” means:

(a)      any information disclosed (whether disclosed in writing, orally or otherwise) by ECorporate Web Services Limited to the Customer that is marked as “confidential”, described as “confidential;

“Scripts” means those elements of the Website consisting of programs written in a computer scripting language;

“Services” has the meaning given to it in Clause [3.1];

“Third Party Works” means:

(a)      the works and materials identified as such in the Proposal; and

[(b)    the other 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);]

“Content” means the website to be developed or functionality to be created by as part of the Agreement.

“Provider” means ECorporate Web Services Limited, it’s employees or any third party contractor/companies working with ECorporate Web Services Limited. The Customer will be informed prior to any work being passed to a third party contractor or company in all instances

  1. Term

The Agreement will come into force on the Effective Date an email is received from the customer or customer’s representative confirming that the project can commence and will continue in force until the acceptance of the Website or functionality by the Customer in accordance with Clause [5], upon which it will terminate automatically, unless terminated earlier in accordance with Clause [11].

  1. The Services

3.1     Provider will:

(a)      design and create the Website/functionality;

(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;

(c)      keep the Customer informed of the progress of the Website/functionality development;

(d)      provide the Customer with reasonable access to the Website during the Term; and

(e)      delivery the Website/functionality and the files comprising the service to the Customer in accordance with Clause [5],

  1. Customer obligations

4.1     The Customer will provide:

(a)      such co-operation as is required by the Provider (acting reasonably) to enable the performance by the Provider of its obligations under the Agreement; and

(b)      all information and documents required by the Provider (acting reasonably) in connection with the provision of the Services.

  1. Delivery and acceptance

5.1     The Provider will use all reasonable endeavours to deliver the Website to the Customer for acceptance testing on or before the Delivery Date.

5.2     During the Acceptance Period, the Customer will carry out acceptance tests to determine:

(a)      whether the Website/functionality conforms in all material respects with the specification of the Website in the Proposal; and

(b)      whether there are any Defects,

5.3   If any Defects are found the same should be communicated to the Provider within the acceptance period for resolution. The Provider shall endeavour to resolve the defects within an agreed timeframe depending on the complexity of the issue

  1. Third Party Works

6.1     Third Party Works will be licensed to the Customer under the relevant licensor’s standard terms and conditions for online use, or on licence terms notified by the Provider to the Customer.

  1. Unlawful Content

             The Provider is not responsible for the existing content, hosting or accuracy of the information/content on the websites.

  1. Charges and payment

All due payments will be requested by an invoice to be provided after the successful completion of the Acceptance period unless an alternate payment schedule has been agreed in the project proposal

  1. Data protection

The provider shall ensure that adequate steps are taken to secure the customer data for the duration of the project. This applies to data theft/loss from the Provider servers/computers only

  1. Confidentiality and publicity

Client data or information shall not be passed to any third parties without prior consent from the client unless so required by relevant law.

  1. Termination

The project/engagement can be terminated by either party with a notice of one month for rolling engagements. Limited time/ development projects can only be terminated at either the successful completion of the engagement or payment of a amount equalling the contract value of the project to the other party.

The exception is when appropriate communication/ support is not provided by the other party and this prevents the other party from functioning effectively and efficiently in discharge of duties pertaining to the contract

  1.    Liability

            The Provider accepts no liability for any loss suffered by the client in the course of discharge of the contract or afterwards. The client data and configuration should be adequately backed up by the client (unless explicitly part of the contract). The maximum liability of the Provider shall be limited to the value of the project/contract in case a loss can be directly attributed to be the result of the providers actions solely.

  1. General

Any contract is subject to English Law