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| 1 | SERVICE DESCRIPTION |
| Service Overview |
| 1.1 | The Service provides a review of the Customers existing or planned website and the option of a website building service as detailed at http://www.officetoolbox.co.uk and as described in this Service Schedule. It does not include the provision of any equipment, domains or hosting services. |
| 1.2 | The Service may be ordered via email, or in writing. |
| 1.2 | This Contract applies to both parts of the Service described in 1.6 below, and the provision of any support services that may be ordered after completion of a web development project. |
| Service Start Date |
| 1.4 | By ordering the Service, the Customer agrees that the date of order placement is the Service Start Date. |
| Minimum Period |
| 1.5 | The Service is a project based service and therefore there is no Minimum Period. |
| Service Description |
| 1.6 | The Service comprises two parts, a free consultation and website development as described at http://www.officetoolbox.co.uk. The Customer is not obliged to order website development as a result of taking the free consultation service. |
| 1.7 | Web development provides a choice of a number of web build services as described at http://www.officetoolbox.co.uk. |
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| 2 | SERVICE LEVELS |
| 2.1 | OfficeToolbox will provide the Service with reasonable skill and care. |
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| 3 | RESPONSIBILITIES OF THE CUSTOMER AND OFFICETOOLBOX |
| Free Consultation |
| 3.1 | The Customer will nominate a representative to work with OfficeToolbox who has appropriate knowledge and authority to discuss and implement the Customer's web development strategy. |
| 3.2 | Following the free consultation activity, OfficeToolbox will deliver a written proposal to the Customer which will include the price for the web development services. The proposal will include timescale and price depending upon the package chosen. |
| Web Development |
| 3.3 | The proposal, together with the terms and conditions for the Service, will be sent to the Customer electronically, or by post, and will contain a document for signature by the Customer. The Customer agrees that this signature will be a legally binding acceptance of the proposal. The signed acceptance will need to be sent back to OfficeToolbox by post, email or fax before work commences. |
| 3.4 | If the customer does not have a web domain and/or a website hosting company, OfficeToolbox will help coordinate the purchase of a domain and suggest a website hosting company. The purchase cost of any domain is the responsibility of the Customer and, if made by OfficeToolbox, will be added to the cost of the web development package. A web hosting package with an Internet Service Provider is required from the project start date to allow web development to commence. Where the Customer already has a web hosting package the Customer will, on request, provide OfficeToolbox with the user names and passwords for OfficeToolbox to access the package. |
| 3.5 | The Customer is responsible for procuring any relevant third party licenses required to enable its website to go live, and for any on-going fees associated with the licenses. The third party licensor and the applicable license charges will be identified in the proposal. |
| 3.6 | The Customer agrees to feature a graphical URL link to http://www.officetoolbox.co.uk together with the statement "built by OfficeToolbox" on the footer of each web page built by OfficeToolbox. |
| 3.7 | The Customer will be requested to approve all design mock-ups within one week or within the timescales agreed in writing with the Customer. If the Customer does not respond to the request for approval within the agreed timescale OfficeToolbox will consider the design to be approved and will proceed with the web development. |
| 3.8 | The Customer will be responsible for providing website content including any content such as stock lists, product definitions and financial information. |
| 3.9 | Unless otherwise set out in the proposal, if the Customer does not respond within one week to OfficeToolbox's request for Sign-Off, then OfficeToolbox will consider the Customer's project completed in accordance with the proposal and put the Customer's website live with the content at that point in time. |
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| 4 | CHARGES |
| General |
| 4.1 | The Customer must pay the Charges for the Service. |
| 4.2 | The Customer agrees to pay 100% of the Charges within 14 days following Sign-Off of the website. |
| 4.3 | Payment can be made by cheque, BACs to the bank details provided to the Customer at the time of order placement, or via internet banking. |
| 4.4 | If a Customer fails to pay Charges due, OfficeToolBox reserves the right to remove the website from view. |
| 4.5 | The Charges for the Service will be set out in the Charges Schedule attached to the proposal. The Charges Schedule will show the fixed price web development plus any additional charge or charges for the price of registering a domain, finding a hosting company, setting up emails, or any bespoke development. |
| 4.6 | In the event the Customer wishes to select a support service following delivery of the website the Customer agrees to pay 100% of the support service charges in advance of any support services being provided by OfficeToolBox. |
| Delayed Go Live and Deferral Charges |
| 4.7 | The Customer can elect for its website to go live any time in the two weeks following Sign Off and OfficeToolbox will provide a 2 week support period following the go live date. If the Customer does not elect for the website to go live within this two week period the Customer may opt for the website to go live any time within the next two months without further charge and will be deemed to have waived the two week support period. In the event the website does not go live within this two month period, then OfficeToolbox will make it available to go live at any point in the next twelve months for a resumption fee of £99, payable in advance of the website going live. |
| 4.8 | If the Customer requests a project deferral or OfficeToolbox has tried repeatedly to contact the Customer by phone or email to progress a project and been unsuccessful, then OfficeToolbox reserves the right to no longer consider the Customers web development as work in progress. The Customer may request the web development to be reinstated as work in progress at any point in the next three months for a resumption fee of £99, payable in advance of work resuming. |
| Cancellation |
| 4.9 | If, following the Service Start Date, the Customer fails to commence the activities identified in the proposal as being its responsibility within three months of the Service Start Date then OfficeToolbox reserves the right to terminate the Contract. |
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| 5 | ADDITIONAL CONDITIONS |
| 5.1 | The Customer agrees that OfficeToolbox or its representatives may access its registered computing equipment via a remote access client. |
| 5.2 | The Customer agrees to give permission for OfficeToolbox's technical support agents to remotely access and monitor the Customer's computer systems and network for the purposes of fault diagnosis and resolution. |
| 5.3 | OfficeToolbox does not guarantee that it will be able to fix all faults reported by the Customer, or that it will be able to advise the Customer on all service related issues. |
| 5.4 | The Customer accepts that OfficeToolbox will not be liable for any failures in the supported applications and operating systems that cannot be resolved using the Service, or for the Customer's failure to correctly follow OfficeToolbox's advice and recommendations. OfficeToolbox recommends that the Customer regularly and frequently backs-up any stored data as OfficeToolbox cannot accept any liability for loss or corruption of the Customer's data. |
| 5.5 | If a fault arises due to a failure in the Customer's equipment, it is the Customer's responsibility to arrange for its repair or replacement. |
| 5.6 | OfficeToolbox agrees to keep the business affairs and information of the Client confidential except where necessary for the execution of their services for the Client, authorised as part of the publication of the Client's website or by legal requirements. |
| 5.7 | The Client undertakes to provide OfficeToolbox with all information and assistance reasonably required for the completion of the agreed tasks, including overall business objectives and objectives for the Client's website including costs, timescales and required functionality, plus any relevant legal requirements, pictures, photographs, logos, artwork, product and service information, personnel and business background information.
Information and images intended for inclusion in a website should normally be provided in digital format by email, floppy disk, existing internet files or CD-Rom. Any additional cost arising where information has to be created or converted to digital format by OfficeToolbox is to be agreed with the Client during the project proposal. If digital information is supplied in a non-standard format, the client is responsible for OfficeToolbox's reasonable costs of conversion to a usable format. |
| 5.8 | All intellectual property rights in materials provided by the Client for its website remain the Client's property. Subject to this, all intellectual property rights in software, design work or any other materials provided to the Client pursuant to this agreement remain the property of OfficeToolbox. |
| Limits of Liability |
| 5.9 | OfficeToolbox’s liability for errors or omissions in the provision of the Service is limited to undertaking such work as is necessary to correct such error or omission. OfficeToolbox will only be liable to perform such corrective work if the error or omissions are in those parts of the Service that it is responsible for providing and are not as a result of information provided by the Customer. Any errors or omissions must be notified to OfficeToolbox within one month of the date of the website going live or Sign Off, whichever is the sooner. |
| 5.10 | Unless otherwise expressly stated in the Contract neither the Customer nor OfficeToolbox shall be liable to the other in contract, tort (including negligence), breach of statutory duty or otherwise for any direct loss, or any indirect or consequential loss, of profit, revenue, time, anticipated savings or profit or revenue, opportunity, data, use, business, wasted expenditure, loss or damage to physical property, business interruption or for any other direct loss or any other indirect or consequential loss or punitive damages which might arise in relation to the Contract whether or not the Customer or OfficeToolbox was advised in advance of the possibility of such loss or damage. |
| 5.11 | In any event subject to clause 5.7, OfficeToolbox's liability in relation to this Contract is limited to £5,000 for any one incident or series of related incidents and to £10,000 for all incidents in any period of 12 months. |
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| 6 | PRIVACY POLICY & DATA PROTECTION |
| 6.1 | OfficeToolbox store and process customer data in accordance with the current legal requirements of the UK Data Protection Act, telecommunications laws and other relevant UK laws. OfficeToolbox will not disclose the client's details to other companies and will only use the client's details to send the client information about other OfficeToolbox products and services. The option to unsubscribe from this service will be offered. |
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| 7 | DEFINITIONS |
| In this Service Schedule each of the following terms has the meaning shown immediately below it: - Charges
- The list of charges set out in the Charges Schedule which forms part of the proposal.
- Charges Schedule
- The list of charges for the Service including the fixed price web development work and any additional charges for example: the price of registering a domain, finding a hosting company, setting up emails, or any bespoke web development.
- Proposal
- The document delivered to the Customer by OfficeToolbox as a result of providing the free consultancy service. The proposal will include the price and any additional charges (as laid down in the Charges Schedule) and timescale for completion of the web development work.
- Sign Off
- Written confirmation by the Customer that the delivered Web Build project is in accordance with the proposal.
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OfficeToolbox Website Development Service - Terms and Conditions