TERMS AND CONDITIONS

Our web design service terms and conditions

This service is operated by zeinxsmedia Ltd, Registration No. 05912516, VAT No. 980888263 under following Terms and Conditions.

1.1 You indicate acceptance of these terms and conditions of service by placing an order with zeinxsmedia Ltd. These terms and conditions will not be varied for individual customers.

1. Definitions

1.1 In this Agreement the following words and expressions shall have the following meanings:

1.1.1 "Demonstration" or "Demo" means a non Development version of the website developed in accordance with the specifications;

1.1.2 "Development" means a Development version of the website incorporating the required changes to the Demonstration version;

1.1.3 "Beta Version" means a Development version of the website near completion incorporating the required changes to the Beta version, also refers to as 2nd stage;

1.1.4 "Beta Testing" means a testing the website in live environment for up to 4 weeks;

1.1.5 "Final Version" means "Final Version” means the final version of the Website prepared in accordance with the Specifications and ready for live installation such that the website will be publicly available on the internet on the agreed domain subject to client’s willingness. After launch maintenance may be required subject to Business Model, Scale of Development and client’s willingness to use after launch maintenance;

1.1.6 "Sign Off" means when client is happy with the website and agrees to settle the final payment. Client may purchase After Launch Support under a separate agreement;

1.1.7 "Rights Transfer" means when the website is transferred on client’s live server and required logins to access the website files are transferred to client. At this point client agrees to take full responsibility of the website unless they are under zeinxsmedia Support Agreement;

1.1.8 "Access Logins" means the URLs, Usernames and Passwords required to access and operate the website files. Generally refer to as Server Logins, Admin Logins and FTP;

1.1.9 "Parties" means zeinxsmedia and the Client together;

1.1.10 "Specifications" means the specifications for the Website set out in the Order Form;

1.1.11 "Develop" means to design, write, build and programme the multimedia and internet products.

1.1.12 "Maintenance Fees” means that part of the Fees attributable to the Maintenance Services after launch as set out in the Order Form or Proposal;

1.1.13 "Cancellation Fees” means the sums payable by the Client in the event that it decides not to proceed with the Package as set out in the Order Form;

1.1.14 "Hosting Services” means the services required for the Website to be connected to the Internet and to be provided by Third Parties;

1.1.15 "Bug” means any fault, error or malfunction in software which materially affects the operation of that software;

1.1.16 "Virus” means a self replicating computer program which is designed to cause or which is likely to cause damage to the user’s files and/or annoyance to the user;

1.1.17 "Materials” means source materials provided by the Client to be incorporated where appropriate in the Website during its development including without limitation those listed in the Order Form or Proposal;

1.1.18 "Intellectual Property Rights ” means Copyright, Design Rights, Registered Designs, Trademarks, Patents, and Confidential Information and Ideas and Moral Rights and all other rights whatsoever of a like nature world wide whether those rights are registered or not;

1.1.19 "Maintenance Services” means the services for the maintenance of the Website, if required by the client, as more specifically described in the Order Form or Proposal and not relating to web hosting services or any third party services;

1.1.20 "Website” means the interactive, computer based online information transaction and communication product or service accessible and operated via a telecommunications connection to the internet whose Development shall be in accordance with the Specifications;

1.1.21 "Order Form" means either an email confirming services required or a completed form confirming services required;

1.1.22 "Proposal" means the Solution Document proposed by zeinxsmedia to client, Proposed Solution is designed on future assumptions and may be different from finished product based on several factors such as Time, Market Trends, Technological Advancements, Third Parties, Changes in Regulations, Competition, World Wide Web Standards, Search Engine Trends, Telecommunication and Mobile and other factors beyond zeinxsmedia’s control;

1.2 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

1.3 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

2. Operative Provision

In consideration of the payment by the Client to zeinxsmedia of the Fees zeinxsmedia agrees to provide the Package in accordance with and subject to these terms and conditions.

3. Obligations of ZeinxsMedia

zeinxsmedia shall:

3.1 complete the Development of the Website;

3.2 provide one time Hosting Consultation where purchased and specifically mentioned on the order form or proposal in accordance with the ZeinxsMedia terms and conditions;

3.3 Grant to the Client the non-exclusive right and licence to use the Website Materials;

4. Development

The Development subject to the project scope shall be as follows:

4.1 Design Phase

4.1.1 zeinxsmedia shall develop and deliver to the Client the Demonstration version;

4.1.2 Upon delivery of the Demonstration Version, the Client shall request in writing any changes required to the Demonstration Version after which period zeinxsmedia shall inform the Client, in its reasonable opinion, of which amendments it shall consider acceptable, appropriate and technically feasible and zeinxsmedia shall incorporate such amendments into the Development Version;

4.2 Final Phase

4.2.1 zeinxsmedia shall Develop and deliver to the Client the Development Version;

4.2.2 Upon delivery of the Development Version, the Client shall within 14 days request in writing any changes required to the Development Version after which zeinxsmedia shall inform the Client, in its reasonable opinion, of which amendments it shall consider acceptable, appropriate and technically feasible and zeinxsmedia shall incorporate such amendments into the Final Version;

4.3 zeinxsmedia reserves the right to charge further sums in addition to the Fees for amendments requested by the Client under Clauses 4.1 and 4.2 which go beyond the Specification. Such additional Fees will not be charged without prior written notice;

4.4 zeinxsmedia shall deliver the Final Version incorporating the agreed amendments to the Client;

4.5 Upon completion and delivery of the Final Version zeinxsmedia shall handover the Access Logins to the client;

5. Maintenance

5.1 Upon delivery of the Final Version and for a period of 12 months thereafter, ZeinxsMedia shall provide the Maintenance Services and the Client shall pay the Fees. Inclusive Updates / adjustments are classifiable as work taking no longer than 45 minutes and are only offered if specified in the quantity on the order form or Proposal. Extra time for work may be charged for at £50 an hour. Maintenance includes an annual licence as described in these terms for one year. Maintenance outside the working hours (9AM to 6PM, Monday to Friday) or weekends will be charged at £100 an hour unless agreed otherwise.

5.2 Thereafter the Client shall be entitled to request that zeinxsmedia continue to provide the Maintenance Services at the then prevailing rates and for such period as the Parties shall agree.

5.3 The Maintenance Services shall not include providing a server or server connection. ZeinxsMedia registration includes a cross link scheme executed at zeinxsmedia’s discretion. The final version will include a discreet ‘designed by zeinxsmedia’ link or similar.

6. Client Obligations

The Client will co-operate with and act in good faith towards zeinxsmedia and provide on request the Materials in the format that zeinxsmedia requests, including all those necessary to maintain the Website and enable zeinxsmedia to carry out its obligations hereunder.

7. Payment and Cancellation

7.1 The Client shall pay zeinxsmedia 50% of the agreed development fee upon acceptance of the quotation unless otherwise agreed. Upon completion and delivery of the Final Version zeinxsmedia shall issue an invoice for the balance. The Client shall pay zeinxsmedia the balance of the Fees including the Maintenance Fees within 14 days of receipt of a valid invoice in consideration of the supply to it of the Package, the Maintenance Services and the full right to resell the product provided that the Fees are paid to zeinxsmedia.

7.2 zeinxsmedia shall be entitled to charge interest on any overdue payment at the rate of 8% per annum above the base rate of the Bank of England from time in force.

7.3 zeinxsmedia shall be entitled to immediately restrict, suspend or terminate without notice, the Client’s access to and use of the Website upon breach of any part this agreement whatsoever including without limitation the non-payment of any sums as and when they fall due until payment is made in full.

7.4 If the Client cancels an order at any time prior to final delivery ZeinxsMedia shall be entitled to its reasonable losses and expenses incurred to the date of cancellation.

8 Intellectual Property Rights / Confidential Information

8.1 All Intellectual Property Rights of whatever nature in material devised by zeinxsmedia including all software code written by zeinxsmedia and its employees will vest in and belong to zeinxsmedia free of any interest of the Client or any third parties. The Client will do such acts as zeinxsmedia may reasonably require in order effectively to vest such rights in zeinxsmedia or to evidence the same;

8.2 zeinxsmedia hereby grants a nonexclusive royalty free annually renewable licence to the Client to use the Intellectual Property Rights for the purposes of this agreement throughout the world which licence shall take effect on receipt by zeinxsmedia of all Fees due under this Agreement save for the Maintenance Fees;

8.3 The Client hereby grants to zeinxsmedia a nonexclusive royalty free licence to use the Materials for the purposes of this Agreement;

8.4 The Client hereby warrants that it has or has obtained all necessary rights, permissions and licences for the use of the Materials supplied to zeinxsmedia and that it is fully entitled to grant to zeinxsmedia the rights in clause 8.3 above;

8.5 The Client undertakes to zeinxsmedia to indemnify and hold harmless zeinxsmedia in full and defend at its own expense zeinxsmedia against all costs and losses whatsoever and howsoever incurred by zeinxsmedia its servants or nominees arising out of any claim made against it or any of them in any jurisdiction in the world for infringement of any Intellectual Property Rights in the Materials;

8.6 The Client further warrants that all material that it supplies to zeinxsmedia is free of defamatory and other legally restricted material and it warrants that it shall fully indemnify and defend at its own expense zeinxsmedia against all costs and losses whatsoever incurred by zeinxsmedia its servants or nominees as a result of any claim made against it or any of them in any jurisdiction in the world as a direct or indirect result of the breach of this Clause;

8.7 Each party undertakes with the other that it will keep secret and confidential the terms of this Agreement and any information supplied by either party in connection with this Agreement or in connection with the business of the other party and in connection with the Website ("the Information”) and shall only disclose the Information or any part thereof (except to its own employees and then only on a need to know basis) with the other party’s prior written consent PROVIDED THAT this Clause shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this Clause);

8.8 Not withstanding the provisions of this clause 8, zeinxsmedia shall be afforded full and reasonable credit on the Website as the Developer and designer of the Website;

8.9 Not withstanding the provisions of this clause 8, zeinxsmedia shall be entitled to refer, in the course of promoting or demonstrating zeinxsmedia, to the Website and zeinxsmedia’s involvement in the design, Development and as the provider of the package.

9. Bugs and Viruses

9.1 All software created by zeinxsmedia is checked for Viruses using AVG and MacAfee Antivirus and zeinxsmedia accepts no responsibility for and bears no liability for any viruses discovered subsequent to zeinxsmedia’s delivery of the Final Version to the Client.

9.2 zeinxsmedia recommends that all software created by zeinxsmedia is checked for Bugs and will use its reasonable endeavours to check for Bugs provided only that this is provided for in the Budget but accepts no responsibility for and bears no liability for any Bugs discovered subsequent to zeinxsmedia’s delivery of the Final Version to the Client.

10. Materials

On receipt of the Final Version the Client agrees to arrange for the collection of all Materials incorporated in the Final Version and other materials provided by the Client. If these are not collected within 30 days of delivery of the Final Version zeinxsmedia reserves the right to dispose of them on giving to the Client not less than fourteen days notice.

11. Data Protection Act

The Client undertakes that it will not collect data from or via the Website without obtaining the appropriate registration and otherwise complying with its obligations under the Data Protection Act or equivalent legislation and that it will not collect any data from the Website without giving sufficient prior written notice to zeinxsmedia to apply for like registration.

12. Betting, Gaming and Lotteries Act

The Client undertakes that it will not use the Website for competitions within the meaning of the Betting Gaming and Lotteries Act 1963 or the Lotteries and Amusements Act 1976 and the Betting and Gaming Duties Act 1981 without full prior consultation with zeinxsmedia and first obtaining licenses under those Acts or any amending legislation.

13. Financial Services Act

The Client undertakes that it will not carry on or purport to carry on investment business through the Internet or advertise such services unless authorised to do so under the Financial Services Act 1986 and the Client further undertakes to comply with the provisions of the Financial Services Act 1986 or any other legislation regarding financial services in force at the time of this Agreement or subsequently in all other respects.

14. Obscene and Defamatory Material

zeinxsmedia gives no warranty or guarantee and explicitly and unequivocally excludes all responsibility and liability for all and any information and material contained on or within the Website or on the Internet as a result of zeinxsmedia providing the Package and services, whether such information or material is included by the Client personally, by any third party or by zeinxsmedia on the instructions of the Client zeinxsmedia shall have no liability to any person and the Client shall indemnify and hold harmless zeinxsmedia in respect of all such information and material including without limitation any material that is offensive, obscene, defamatory or inflammatory.

15. Telecommunications and Broadcasting

The Client undertakes that it will obtain all necessary licences under UK Telecommunications and Broadcasting Legislation and that it will comply in every respect with such legislation.

16. Competition

The Client agrees and accepts that it may be subject to European and UK law on anti-competitive practices including without limitation abuse of a dominant position and concerted practices. The Client undertakes to zeinxsmedia that it will not, in respect of the Package or the Website, enter into any agreement that has as its object or effect the restriction of competition within the UK or Europe nor will it at any time seek to abuse a dominant position within its relevant market, unless such activity is specifically permitted by law.

17. Indemnity

Without prejudice to Clauses 11, 12, 13, 14, 15 and 16 above the Client undertakes that it will obtain all necessary licenses and permissions required throughout the world for any and all activities that it conducts through the Internet and that it will indemnify zeinxsmedia against all actions, claims, costs (including legal costs and expenses properly incurred), damages, demands or liabilities brought against or suffered by zeinxsmedia as a result of any breach by the Client of its obligations under this Agreement.

18. Termination

18.1 If the Client decides not to proceed further with the Package at any time it shall pay to zeinxsmedia the Cancellation Fees of 70% of the total of the complete package ordered.

18.2. zeinxsmedia shall be entitled to immediately restrict, suspend or terminate without notice the Client’s access to and use of the Website and or terminate this agreement upon the Client’s breach of any part this agreement whatsoever including without limitation the non-payment of any sums as and when they fall due.

18.3 zeinxsmedia will not be liable in any amount for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, fire, flood, war or act of God.

18.4 zeinxsmedia will not be liable any costs incurred after the Final Version of website is delivered. zeinxsmedia assumes no financial responsibility or otherwise whatsoever for the client’s inability to benefit from the website in question.

18.5 zeinxsmedia will not be liable for any refund of development, operational, promotional costs of loss of income after the Final Version of website is delivered and accepted by the client.

19. Refunds

19.1 zeinxsmedia will not be liable for any refunds under any circumstances once the Final Version of website is delivered, accepted and all development Fees are paid by the client. If client decides to terminate the agreement at any stage after agreed, a sum of 70% of total project cost is paid to zeinxsmedia.

20. General

20.1 These terms constitute the whole and only agreement between the Parties and shall apply to the exclusion of all other terms or conditions of contract.

20.2 Nothing in these terms shall be deemed to constitute a partnership or agency relationship between the Parties and neither of the Parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.

20.3 If at any time any part of these terms and conditions is or becomes unenforceable, such part will at zeinxsmedia’s option be construed as far as possible to reflect the parties’ intentions and the remainder of the provisions will remain in full force and effect.

20.4 No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Agreement.

20.5 Neither Party shall assign the benefit or burden of this Agreement without the prior written consent of the other Party.

20.6 The UK shall be considered the place of first publication of any material on the internet or Website unless agreed otherwise.

20.7 These Terms and Conditions are made and shall be construed in accordance with the laws of England and you the Parties submit to the -exclusive jurisdiction of the English courts.

21. Liability

21.1 zeinxsmedia shall not be liable for loss of turnover, sale, revenue, profits or indirect, consequential or special loss under any circumstances.