TERMS AND CONDITIONS OF SERVICE

1 Interpretation

1.1 In these Conditions:
“Client” means the person named overleaf for whom the Supplier has agreed to provide the Services in accordance with these Conditions and its servants and agents;
“Contract” means the details shown overleaf and these Conditions;
“Material” includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data;
“the Services” means the services to be provided by the Supplier for the Client set out overleaf;
“Supplier” means The Computer Centre (Online) Limited whose registered office is at 106 Station Road, Burnham-on-Crouch, Essex, CM0 8HR;
“Supplier’s Charges” means the charges shown overleaf subject to any amendment in accordance with these Conditions.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation

2 Performance of the Services
2.1 The Supplier shall provide the Services to the Client subject to these Conditions. Subject to Clause 2.3 any changes or additions to these Conditions must be agreed in writing by the Supplier and the Client.
2.2 It shall be the responsibility of the Client to ensure that the description of the Services is accurate.
2.3 The Client shall supply the Supplier with all necessary Material, and all necessary data or other information necessary to perform the Services. The Client shall ensure the accuracy of all such Material.
2.4 Without prejudice to the foregoing the Supplier may correct any typographical or other errors or omissions in any Client Material relating to the provision of the Services without any liability to the Client.
2.5 The Supplier may at any time without notifying the Client make any changes to the Services or these Conditions which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.

3 Charges
3.1 The Client shall pay the Supplier’s Charges and any additional sums which are agreed between the Supplier and the Client for the provision of the Services or which, in the Supplier’s sole discretion, are required as a result of the Client’s instructions or lack of instructions or as a result of clause 2.4, or the inaccuracy of any Material or any other cause attributable to the Client. All Charges are exclusive of any third party telecommunications charges.
3.2 All charges quoted to the Client for the provision of the Services are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
3.3 The Supplier’s Charges and any additional sums payable hereunder shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 14 days of the date of the Supplier’s invoice.
3.4 If payment is not made on the due date, the Supplier shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 5% per month or part thereof on the total amount of the relevant invoice (or balance thereof) from the due date until the outstanding amount is paid in full.

4 Intellectual Property Rights
4.1 Subject to clauses 4.2 and 4.3 the property and any copyright design right or other intellectual property rights in any design document invention or other creation created pursuant to the Services (“the Works”) whether in written graphic machine readable or other form and whether retained in writing on disc, CD Rom or other device shall belong to the Supplier.

Web and other Design Services
4.1.1 In consideration of but subject to the payment of the Supplier’s Charges and compliance with these Conditions and clause 4.3 and an annual licence fee of £ plus VAT the Supplier hereby grants to the Client an exclusive licence to reproduce the Works solely in connection with and for the purposes of its business including the right to reproduce the Works in advertising and promotion of the Client’s products.
4.2 The Supplier hereby asserts its right to be identified as the author of the Works pursuant to section 78 of the Copyright Designs and Patents Act 1988 by endorsement of the following words on the Works: “Designed and created by Onsite I. T Limited”. The Client shall not alter or add to the said Works without the prior written consent of the Supplier.

5 Confidentiality
5.1 Any Material information or data provided by the Client shall be kept confidential by the Supplier, but the foregoing shall not apply to any Material, data or other information provided by the Client which are public knowledge at the time when they are so provided, and shall cease to apply if at any future time they become public knowledge.
5.2 The Client warrants that any Material supplied by the Client its servants or agents and its use by the Supplier for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Supplier against any loss, damages, costs, expenses or other claims arising from any such infringement.


6 Content of Client’s Material
6.1 The Client undertakes that the Client’s Material (whether stored or sent over the Internet shall not contain anything obscene, offensive or defamatory and will conform at all times with the Supplier’s Acceptable Use Policy. The Client will indemnify the Supplier and keep the Supplier fully and effectively indemnified against all actions, proceedings, claims, demands, damages and costs (including all legal costs on a full indemnity basis) occasioned howsoever and whatsoever to the Supplier as a result of any breach of this undertaking.

7. Acceptable Use Policy
7.1 The Supplier reserves the right to withdraw its provision of the Services at any time that it becomes aware of or is notified of the misuse, abuse or illegal use of the Services contrary to either the Acceptable Use Policy it operates (annexed hereto as Schedule A) or any statutory regulation or other law.

8 Warranties and Liability
8.1 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the description overleaf. Where the Supplier supplies in connection with the provision of the Services any goods or parts supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.
8.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
8.3 The Supplier shall have no liability to the Client in respect of any loss of Client’s data either at the time of or after the performance of the Services and the Client shall have total responsibility for back up and protection of its data from loss.
8.4 The Client shall indemnify keep indemnified and hold harmless the Supplier against all claims proceedings costs (including legal costs on an indemnity basis) incurred or sustained and howsoever arising directly or indirectly as a result of the breach by the Client of any of these Conditions or any warranty contained herein or as a result of any criminal or civil proceedings brought against the Supplier in respect of the provision of the Services and/or the Works created as the case may be.
8.5 The Surety hereby fully and effectually guarantees the due performance of the Client’s obligations under the Contract.
8.6 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Conditions, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Services, except as expressly provided in these Conditions.
8.7 The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Services, if the delay or failure was due to the Client or to any cause beyond the Supplier’s reasonable control. In any event time shall not be of the essence in relation to the performance of the Services.