1.                  Definitions. 
1.1              “Content” means all text, pictures, sound, graphics, video and other data supplied by Customer to Provider pursuant to Section 2.1  as such materials may be modified from time to time.

1.2              “Design and hosting fee” means the fees set forth in the Order form for Website development services and/or hosting provided pursuant to Section 2.

1.3              “Domain Name” means the domain name specified for the Website by Customer from time to time.  The initial Domain Name may be specified in the Order form.

1.4              “Intellectual Property Rights” means all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered, including (without limitation) patents, trademarks, service marks, trade names, registered design and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world

1.5    “Order form” means the document setting out the specification and price of the services to be provided as signed for and agreed by the Customer

1.6              “Provider Tools” means any tools, both in object code and source code form, which Provider has already developed or which Provider independently develops or licenses from a third party, excluding any tools which Provider creates pursuant to this Agreement.  By way of example, Provider Tools may include, without limitation, toolbars for maneuvering between pages, search engines, Java applets, and ActiveX controls.  All Provider Tools used in the Website will usually be set forth in the order form.

1.7              “Specifications” means Customer’s requirements set forth in the Order form.

1.8              “User Content” means all text, pictures, sound, graphics, video and other data provided by Customer.

1.9              “Website” means the user interface, functionality and Content made available on pages under the Domain Name.

1.10          “Work Product” means all HTML files, Java files, graphics files, animation files, data files, technology, scripts and programs, both in object code and source code form, all documentation and any other deliverable prepared for Customer by Provider in accordance with the terms of this Agreement.

2.                  Website Development.
2.1              Delivery of Initial Content.  Customer shall deliver to Provider all Content that Customer intends for Provider to incorporate into the Work Product (the “Initial Content”).  The Initial Content shall be in the format(s) specified in the Order form

2.2              Development.  Provider shall provide design, programming and other consulting services as specified in Order form for the Design Fee set forth therein.  Provider will provide the Work Product to Customer as soon as reasonably practical.  Time is  not of the essence with respect to the performance of Provider’s services hereunder.

2.3              Project Representatives.  Each party’s primary contact for development efforts shall be the project representative specified in Order form or the person otherwise designated in writing by Customer or Provider, as the case may be.

2.4              Provider Tools.  In the event any Provider Tools are incorporated into or are used in conjunction with the Website, or any Provider Tools are used to manipulate Content for distribution on the Website, then Provider hereby grants to Customer a worldwide, non-exclusive, royalty-free, perpetual, irrevocable right to use and reproduce Provider Tools in connection with the Website.  This is strictly subject to Customer having paid all due fees pursuant to this agreement.

2.5    Backups    Provider shall back up its work at least once every month and store such back-up materials in a secure site at a separate location. The Customer may request a copy of this back up subject to having paid all fees due pursuant to this agreement at the request date and subject to payment of an additional fee for the backup at the discretion of the Provider.

3.                  Modifications.  If Customer desires to modify the Website at any time during the term of this Agreement, Customer shall describe the additional services or deliverables to Provider (the “Change Notice”).  Within 7 days of such Change Notice, Provider shall submit a change order proposal (the “Change Order”) which includes a statement of additional charges to carry out the modifications.  On Customer’s written approval of the Change Order, the Change Order will become a part of this Agreement

4.                 Web Hosting.
4.1              Services.  Provider shall provide and manage the following web hosting services via a third party called One and One Ltd:

(a)               Domain Name. Domain Names if registered by the customer will remain at all times the property of the customer. Domain name(s) registered by Provider on behalf of the customer will at all time be the property of Provider.
 (b)               Content Control.  Customer shall have sole control over the Content. Provider shall not supplement, modify or alter any Work Product without consent of the Customer or any Content (other than modifications strictly necessary to upload the Content to the Website) except with Customer’s prior written consent.  Provider shall upload all Content, including updates, to the Website as soon as reasonably practicable.
(c)                Site Backup.  At Provider’s expense, Provider shall maintain a copy of the Website on a server located at a remote location.  In the event that service is interrupted to the Website, the remote server shall be immediately activated so that public access to the Website continues without interruption.  
(d)       Hackers. Provider is not negligible for any downtime or issues caused by hackers. Provider will help you to rectify any issued caused but cannot guarantee this.

4.2              Customer Licence.  During the period that Provider provides and manages web hosting services pursuant to this Section 4, Customer hereby grants to Provider a non-exclusive, non-sublicenseable, royalty-free, worldwide license to reproduce, distribute, publicly perform, publicly display and digitally perform the Content and Work Product only on or in conjunction with the Website.  Customer grants no rights other than explicitly granted herein, and Provider shall not exceed the scope of its license.

4.3              Trademarks.  Subject to the terms and conditions of this Agreement, each party hereby grants to the other party a limited, non-exclusive, non-sublicenseable, royalty-free, worldwide license to use such party’s trademarks, service marks, trade names, logos or other commercial or product designations (collectively, “Marks”) for the purposes of creating content directories or indexes and for marketing and promoting the Website.  The trademark owner may terminate the foregoing license if, in its sole discretion, the licensee’s use of the Marks does not conform to the owner’s standards.  Title to and ownership of the owner’s Marks shall remain with the owner.  The licensee shall use the Marks exactly in the form provided and in conformance with any trademark usage policies.  The licensee shall not form any combination marks with the other party’s Marks.  The licensee shall not take any action inconsistent with the owner’s ownership of the Marks and any benefits accruing from use of such Marks shall automatically vest in the owner.

5.                  Payments.
5.1 Fees.  All fees quoted are exclusive of VAT. All payments are made by direct debit mandate unless otherwise specified by Provider.

5.2  Default on one payment. If  one monthly payment is missed arrears must be paid by debit or credit card over the telephone with an additional £10.00 charge for each late payment.

5.3 Default on two or more consecutive payments. If  two or more consecutive monthly payments are missed Provider may elect to treat the agreement as terminated and demand payment of all payments due during the remainder of the Initial Term which shall become  payable forthwith. In the event of this default, Provider shall retain ownership of any domain name registered by the Provider for the Customer and also of the Website (notwithstanding any provision herein to the contrary) which it shall have absolutely no obligation to transfer or release to Customer.

5.4 Bank change: If Customer changes its bank Customer must notify Provider within 10 days before the next due direct debit. Failure to do so incurs a £5.00 administration charge.

6.                  Term And Termination.  
6.1              Term.  The initial term of this Agreement shall be one year (Initial Term.)  Thereafter, this Agreement shall continue until terminated with at least 28 days written notice.

6.2              Termination for Cause.  Except as otherwise provided for herein, Provider may terminate this Agreement upon the material breach of Customer, if such breach remains unrectified  for 14 days following written notice.

6.3              Effect of Termination.  Sections 1, 2.4, 10, 11, 12, 13 and 14 shall survive termination of this Agreement.  Upon the termination of this Agreement for any reason and upon request by Customer at any time and subject to Customer having paid all due fees, Provider shall promptly return, in their original form, all Content and copies thereof and deliver the originals and all copies of the Work Product in whatever stage of completion to Customer.  Provider shall remove all copies of the Content from servers within its control and use reasonable efforts to remove any references to Customer or the Content from any site which caches, indexes or links to the Website.

7.                  Provider Warranties.
7.1              Work Product Warranties.  Provider warrants that any Work Product, Provider Tools or Provider-made changes to the Content shall not: (a) infringe on the Intellectual Property Rights of any third party or any rights of privacy; (b) violate any law, statute, or regulation (c) be defamatory, (d) be obscene, child pornographic or indecent; and (e) contain any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.  

7.2              Additional Warranties.  Provider warrants that: (a) any Work Product or Provider Tools will conform to their applicable Specifications when delivered and for a period of 1 year thereafter; and (b) there is no outstanding contract, commitment or agreement to which Provider is a party or legal impediment of any kind known to Provider which conflicts with this Agreement or might limit, restrict or impair the rights granted to Customer hereunder.  

8.                  Customer Covenants.  During the period that Provider provides Web hosting services pursuant to Section 4, Customer shall not distribute on the Website any Content that: (a) infringes on the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, or regulation  (c) is defamatory, (d) is obscene, child pornographic or indecent; or (e) contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

9.                  Disclaimer Of Warranties.  EXCEPT AS SET FORTH HEREIN, PROVIDER  EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10.              Ownership
10.1          Ownership of Work Product.  Provider hereby irrevocably assigns to Customer all right, title and interest in and to all Work Product and documentation produced pursuant to Customer’s requests for services hereunder including, without limitation, all applicable Intellectual Property Rights thereto

10.2          Ownership of Content and Website.  As between Provider and Customer, any Content given to Provider by Customer under this Agreement or otherwise, and all User Content, shall at all times remain the property of Customer or its licensor.  Provider shall have no rights in such Content or User Content other than the limited right to use such content for the purposes expressly set forth in this Agreement.

11.              Indemnity.
11.1          Customer Indemnity.  Customer shall defend Provider against any third party claim, action, suit or proceeding alleging any breach of the covenants contained in Section 8.  Customer shall indemnify Provider for all losses, damages, liabilities and all reasonable expenses and costs incurred by Provider as a result of a final judgment entered against Provider in any such claim, action, suit or proceeding.

11.2 Limitation of Liability: Except in respect of injury to or death of any person (for which no limit applies) the liability of the Provider shall not exceed the  annual fees paid by the Customer to the Provider. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

12.              Confidential Information.  Customer’s “Confidential Information” are any passwords used in connection with the Website, all Server Logs, all Work Product and documents related to the Work Product, any Content which Customer designates as confidential, and any other materials of Customer which Customer designates as confidential or which Provider should reasonably believe to be confidential.  Customer’s “Confidential Information” also includes the Website itself until such time as Customer decides to make the Website publicly available to users.  Provider’s “Confidential Information” is defined as the source code of any Provider Tools.  Provider understands and agrees that Customer does not want any other Confidential Information of Provider, and should the parties believe that additional confidential information of Provider needs to be disclosed to Customer, the parties shall execute a separate non-disclosure agreement regarding such information.  Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than as necessary to perform under this Agreement.  The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other party’s Confidential Information.

13.              General Provisions.
13.1    Applicable law.   The construction, validity and performance of this Agreement shall be governed by the law of England and Customer and Provider  hereby submit to the exclusive jurisdiction of the English courts.

13.2         Severability; Waiver.  If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.  The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision.  The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

13.3         Headings.  Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.

13.4         Independent Contractors.  The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.  

13.5          Notice.  Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing.  Such notice shall be deemed given: upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, 5 days after the date of mailing.

13.6          Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.

13.7      Entire Agreement.  This Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement.  It may be changed only by a writing signed by both parties.  Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.