Terms & Conditions

SPIDER HOUSE PR TERMS AND CONDITIONS

1. SERVICES

Spider House PR, hereinafter referred to as the Company, shall provide to the
Customer search engine optimisation and social media set up and or an associated
user guide on the terms and conditions hereinafter set out. The Company shall supply
the goods and or services in response to a written order supplied by the Customer. The
Company shall be under no liability in respect of such orders until the Company shall
have accepted the order in each case in writing. The orders are placed on the express
understanding that acceptance by the Company shall be governed by these terms and
conditions. The delivery of the goods and or services to the Customer shall constitute
acceptance unless within 7 days of receipt of the goods and or services the Customer
specifies the grounds of rejection or dissatisfaction.

2. DOMAIN NAMES

2.1 Any domain name sought by the Customer as part of the goods and services
provided shall, subject to availability, be acquired by the Company from the
appropriate domain name Registry on behalf of the Customer subject to the
terms and conditions of the Registry.
2.2 Following confirmation by the Company to the Customer that the domain
name has been successfully registered on behalf of the Customer and in
consideration of the payment in full of the price, the Company shall transfer
and assign all rights, title and interest in the domain name to the Customer
absolutely subject to the terms and conditions of the Registry. The Customer
shall fully indemnify and keep indemnified the Company, both prior to and
after any transfer and assignment in accordance with 2.2 above, against all
claims, demands, actions, costs (including reasonable legal costs), losses and
damages that may be incurred, awarded or agreed, as appropriate, to be paid to
any third party in respect of any claim, or action that the registration
(including the application therefore) or use of the domain name infringes the
intellectual property rights of such third party.

3. CHANGE REQUEST

3.1 If either party identified a requirement for a change, a Change Request will be
sent to the other party detailing the change requirements. If sent by the
Company the Change Request shall state the effect such a change shall have
on the services to be supplied and the price. If sent by the Customer, the
receipt of the Change Request by the Company will constitute a request to the
Company to state in writing the effect such a change shall have on the services
to be provided and the price. The Company shall use reasonable endeavours
to supply the necessary details within 10 working days from receipt of the
Change Request or such other period as may be agreed.
3.2 Where change to the Price is required the rates used as the basis for the
additional cost for the Change Request shall be the Rate as detailed in annex 1.
The parties will then decide whether or not to implement the change. If the
change is implemented, the amended services to be supplied and or priced
shall then become the services and price for the purpose of these terms and
conditions.
3.3 The Company shall not implement any changes unless instructed to do so by
the Customer Representative.

4. CUSTOMER OBLIGATIONS

The Customer shall,
4.1 Make available to the Company, free of charge, such computer facilities,
office and secretarial services as are necessary to enable the Company to carry
out its obligations under these terms and conditions.
4.2 Ensure that its employees and other independent Contractors co-operate
reasonably with the Company and its employees in carrying out the goods and
services to be provided.
4.3 Promptly furnish the Company with such information and documents as it
may reasonable request for the proper performance of its obligations under
these terms and conditions and
4.4 Ensure that the Customer Representative is available as reasonably required by
the Company.
4.5 Advise the Company at the earliest opportunity of any facts, matter or thing
which the Customer may become aware and which may affect the Company’s obligations
under these terms and conditions.
4.6 Not to anything which might at any time give rise to a breach of the warranty
set out in these terms and conditions.

5. EXCLUSION OF LIABILITY

To the extent permitted by applicable Law, the Company:
5.1 Excludes all conditions, terms, representations (other than fraudulent or
negligence representations) and warranties relating to the goods and services
either expressed or implied, that are not expressly stated herein, including but
not limited to any implied warranties relating to quality, fitness for any
particular purpose or ability to achieve a particular result;
5.2 Makes no warranty that the goods or services are error free or that its use will
be uninterrupted and the Customer acknowledges and agrees that the existence
of such errors shall not constitute a breach of these terms and conditions.
5.3 Does not give any warranty in respect of third party products. The Company
will pass on to the Customer the benefit of any third party warranty supplied
by a third party manufacture or supplier.
5.4 The Company shall have no liability for anything arising out of changes made
by and/or to external web sites such as Facebook, Twitter or any other external
web site.

6. WARRANTIES

The Customer warrants that:
6.1 It is entitled to enter into an agreement with the Company and that by doing so
it is not in breach of any third party rights or contractual obligations.
6.2 It will not do, or omit to do any act or thing which might impede or otherwise adversely
impact on the Company’s ability to perform its obligations under these terms and conditions or which otherwise
does or might adversely affect
the goods and/or services.
6.3 It has, and will throughout the duration of the Agreement comply with its
obligations under the Data Protection Act 1998 in respect of any date which it
may transmit or otherwise pass on to the Company for processing as part of
the provision of the goods and/or services and that without prejudice to the
foregoing, it has sought those consents necessary as to enable the Company to
lawfully process any information relating to a third party whether an
individual, business or corporate entity.
6.4 It is the owner or lawful licensee of the Intellectual Property as the same may
reside in all images, pictures, trade marks, logos, catchphrases, visual effects,
sounds and other visual and audio sequences (together the “imagery”) as may be used
in the development of the goods and/or services and that the use of
such Imagery will not breach any third party’s Intellectual Property.
6.5 The use of the Imagery will not breach any Laws or Regulations as the same
relate to obscenity, decency and/or defamation.
6.6 It has sought regulatory and legislative consents as are necessary to enable it
to operate the goods and/or services.
6.7 All information and material which the Customer provided to the Company is
accurate, up-to-date and sufficient for the purposes for which it intends to use
the goods and/or services.
6.8 It will, when operating the goods or services observe and perform all those
Laws, Regulation and Codes or Practice applicable to such use;
6.9 It does and will continue to use up to date industry recognised anti virus
software;
6.10 It will not do any act or thing which might adversely affect the business
interests of the Company, in particular and without prejudice to the foregoing
the Customer hereby warrants and represents that it shall not, nor permit
others to:
6.10.1 Decompile, reverse engineer, disassemble, decode, modify or change the
goods or services or any part except that the Customer may decompile the
goods and/or services only to the extent permitted by Law were this is
indispensable to obtain the information necessary to achieve the
interoperability of an independently created programme with the goods or
services or with another programme and such information is not readily
available from the Company after the Company has confirmed the same or
elsewhere; or
6.10.2 Employ, offer to employ, or otherwise entice or attempt to entice away any
employee, officer or other representative of the Company who was engaged in
the negotiations leading up to the execution of the goods or services or was
involved in any way with the provision of the goods or services, save that this
restriction shall not apply upon the expiry of 12 months following the later or
termination of the Agreement or completion of the goods or services;
6.10.3 Or sell or attempt to sell replications, copies including material copies of the
goods or services;
6.10.4 Or permit any third party to have access to the goods or services for any
purpose other than for its use in accordance with these terms and conditions.
6.11 If the Customer receives a written notice from the Company identifying a
breach of the warranty set out in the above clause then the Customer shall, at
is own expense, promptly remedy such breach or failure or otherwise hold the
Company harmless against such breach.
6.12 Prior to the commencement of any work in the provision of the goods or
services the Customer shall pay to the Company 50% percent of the total
price to be paid by way of a non refundable deposit and such deposit shall be
paid in advance of the commencement of any works by the Company. Once
the Company has notified the Customer that work is due to commence on a
particular date, any cancellation or postponement of that date by the Customer
must be made at least 48 hours prior to such date otherwise a cancellation fee
shall be applied to the Customer in the sum of £150 .
6.13 The Company shall forward a notice of completion or works to the Customer
once the goods and/or services to be provided or deemed to be so provided by
the Company. Any further assistance required by the Customer after such
notice has been sent by the Company shall be invoiced by the Company on a
time spent basis and charged at an hourly rate of £40 plus vat.
6.14 The Customer shall not provide like goods and/or services during the
provision of such goods and/or services by the Company during the term of
the Agreement and for a period of 12 months after termination or ending of the
Agreement . In particular the Customer shall not provide like services to any
franchisee or federation member or other such arrangement or organisation.

7. PAYMENT

7.1 The price and rates shall be paid by the Customer provided in annex 1
7.2 The price and other charges payable under these terms and conditions are
exclusive of any applicable VAT and other sales tax which shall be payable by
the Customer at the rate and in a manner prescribed by Law against admission
of a valid tax invoice.
7.3 Any changes payable by the Customer in addition to the price shall be paid
within 30 days after the receipt by the Customer therefore.
7.4 The Company shall have the right to charge interest on overdue invoices at the
rate of 10 percent per annum above the base rate of Northern Bank Plc
calculated from the date when payment of invoice becomes due for payment
up to and including the date of actual payment whether before or after
judgement.
7.5 The Customer shall also pay or procure the payment to the Company of all
reasonable travelling and other out of pocket expenses incurred in the course
of the provision of the goods and/or services subject to a maximum amount of
£150 per day excluding all travel costs.
7.6 The Company will not carry out any further work until any outstanding bill is
paid.
7.7 Ownership of all goods supplied whether fixed or unfixed shall remain vested
in the Company until payment of the total amount due (including such interest
as may be chargeable in accordance with these terms and conditions).

8. LIABILTY AND INSURANCE

8.1 Nothing in these terms and conditions shall exclude or limit liability for death
or personal injury resulting from the negligence of either party or their
servants, agents or employees.
8.2 Neither party shall be liable to the other for loss of profits, business, or
contracts or any other indirect of consequential loss caused in any way by
some act or admission committed in connection with this Agreement whether
arising from negligence, breach of contract or otherwise.
8.3 The Company excludes all conditions, terms, representations other than
fraudulent or negligent representations, and warranties relating to the goods
and/or services whether imposed by statute or by operation of Law or
otherwise, that are not expressly stated herein, including without limitation,
the implied warranties of satisfaction, quality and fitness for a particular
purpose.
8.4 Except as provided above in the case of personal injury and death, the
Company’s maximum liability to the Customer for any cause whatsoever (whether
in the form of the additional cost of remedial services or otherwise,
will be for direct cost and damages only, and will be limited to the price
agreed for the provision of the goods and/or services.
8.5 The Customer confirms and agrees that the Company is under no liability to it
whatsoever for any indirect, incidental or consequential damages, loss,
whether by the Customer or a third party making a claim on the Customer in
respect of any interruptions, delays, inaccuracies, errors, omissions or failures
at any time in respect of the service. The Customer undertakes to indemnify
the Company in respect of any such claim by a third party through or against
the Customer.

9. ASSIGNMENT

9.1 The Company may assign, transfer or sub-contract in whole or in part any of
its rights or obligations under these terms and conditions.
9.2 The Customer shall not assign, transfer, or sub-contract in whole or in part or
any of its rights or obligations under these terms and conditions without the
prior written consent of the Company.
9.3 In the event that the Customer does assign, transfer or sub contract any rights
or obligations under these terms and conditions to any person, firm or
company, the Customer shall be liable for the acts, defaults and neglects of
any subcontractor its servants, workforce and agents as if they were deemed to
be the acts, defaults or neglect of the Customer.

10 TERMINATION

10.1 The Company may terminate these terms and conditions forthwith in
giving notice in writing to the Customer if the Customer commits any serious
breach of any terms and if the breach is capable of being remedied shall have
failed, within 30 days after receipt of a request in writing from the Company
to do so, to remedy the breach (such request to contain a warning of the company’s
intention to terminate).
10.2 Either party shall be entitled to terminate these terms and conditions
forthwith at any time by written notice to the other party if the other party
becomes subject to an Administration Order; an Receiver of Administrative
Receiver or similarly is appointed over , or an encumbrancer takes possession of any
of the other party’s property or assets; the other party enters into an
arrangement or composition with its creditors, ceases or threatens to cease to
carry on business, becomes insolvent, or ceases to be able to pay its debts as
they fall due.
10.3 Termination shall not affect the rights of any party which have already
accrued and which continue after their termination.
10.4 Forthwith upon the termination the Customer shall return to the
Company the User Guide supplied by the Company and any software and/or
documentation and any or all copies of the whole or any part thereof.

11. FORCE MAJEURE

11.1 Neither party shall be liable for failure to perform its obligations under
if such failure resolves from circumstances beyond that party’s
reasonable control. If such circumstances continue for a continuous
period of more than 10 working days, either party may terminate these
terms and conditions by written notice to the other party.

12. AGENCY

These terms and conditions shall not constitute or imply any partnership, joint
venture, agency, fiduciary relationship or other relationship between the parties
other than the contractual relationship expressly provided for herein.

13. AMENDMENTS

These terms and conditions may not be released, discharged, supplemented,
interpreted, amended, varied or modified in any manner except by an instrument
in writing signed by a duly authorised Officer of Representative of each of the
parties.

14. SEVERANCE

If any provision of these terms and conditions is prohibited by Law or judged by a
Court to be unlawful, void or unenforceable, the provision shall, to the extent
required, be severed and rendered ineffective as far as possible without modifying
the remaining provisions of these terms and conditions and shall not in anyway
affect any other circumstances of or the validity or enforcement of these terms and
conditions.

15. WAIVER

No delay, neglect or forbearance on the part of either party in enforcing against
the other party any term or condition shall either be or be deemed to be a waiver
or in any way prejudice any right of that party under these terms and conditions.
No right, power or remedy in these terms and conditions conferred upon or
reserved for either party is exclusive of any other right, power or remedy available
to that party.

16. PROPRIETARY RIGHTS

16.1 The Intellectual Property Rights in the goods and/or services including
the source and object code and the documentation shall be and remain
vested in the Company apart from the distinctive Customer features.
All Intellectual Property Rights in the distinctive Customer features
including the source and object code and the documentation shall be
and remain vested in the Customer.
16.2 The copyright and all other Intellectual Property rights in the User Guide
supplied by the Company shall and remains vested in the Company.

17. CONDIFENTIALITY

17.1 Both during this Agreement and after its termination, the parties shall
treat as confidential and shall procure that its personnel and each of
them treat as confidential and shall not, nor any of their personnel does
not, other than in the property provision of the services required to
fulfil the works, use or disclose to any person, firm or company any
Confidential Information belonging to the other party or its clients,
suppliers or customers, nor permit its use or disclosure.
17.2 The provisions of this clause shall survive the termination of these
terms and conditions but the restrictions contained above shall cease to
apply to any information which may come into the public domain
otherwise than through unauthorised disclosure.
17.3 Nothing in this clause number 17 shall prevent the Company for
exploiting any inventions or software that it developed during the
course of this Agreement.

18. THIRD PARTIES

The parties hereby confirm their intent not to confer any rights in any third parties
by virtue of these terms and conditions and accordingly the Contracts (Rights of
Third Parties) Act 1999 shall not apply to this Agreement.

19 NOTICES


19.1 All notices required to be given under these terms and conditions shall
be in writing and shall be deemed to have been duly served if hand
delivered or sent by facsimile or by electronic mail within the United
Kingdom by first class registered or recorded delivery post and outside
the United Kingdom by registered by airmail post correctly addressed
to the relevant parties address or at such other address as the other
party may designate from time to time.
19.2 Notices shall be deemed to have been duly given:-
19.2.1 When delivered, if delivered by courier or other messenger including
registered mail during normal business hours of the recipient; or
19.2.2 When sent, if transmitted by fax or email and a successful transmission
report or return receipt is generated; or
19.2.3 On the fifth business day following the mailing, if mailed by ordinary
mail, postage prepaid;
19.2.4 On the tenth business day following mailing, if mailed by airmail,
postage prepaid, in each case addressed to the most recent address,
email address or facsimile number notified to the other party.

20. LAW

The construction, validity and performance of these terms and conditions shall be
governed by the Law of Northern Ireland and the Customer hereby submits to the
exclusive jurisdiction of the Northern Ireland Courts.