PART 1: This is the really LEGAL bit about definitions and things

1.0      Definitions:
1.1     “the Company” – Hayes Computing Solutions Ltd, “HCOMS” – Hayes         Computing Solutions Ltd , “the Products” – any equipment or 3rd party software sold or licensed by the Company, “the Services” – any services or consultancy provided by the Company, “the Client” – any person, organisation or company that contracts directly with the Company to purchase any of the Products or Services, “these Conditions” – these terms and conditions, “the contract” – the contract for the purchase and sale of Products and Services, "Conditions"  means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company.

2.0      Terms of Trade:
2.1     These "Terms and Conditions" will apply to and govern all Contracts under which " Hayes Computing Solutions Ltd " (HCOMS) agree to supply Services and/or Products, and shall prevail over any terms and conditions of the Client, whether referred to in the Client's order, or in correspondence and elsewhere, or implied by trade custom practice or course of dealing. Any purported provisions to the contrary are hereby excluded or extinguished.
2.2     The Contract and these Conditions constitutes the entire agreement between the parties.
2.3     No variation of the Contract or these Conditions shall be binding upon the parties unless made in writing and signed by a duly authorised representative of each party.
2.4     The Contract shall not constitute a partnership or agency agreement between the Company and the Client and neither party shall have the ability to bind the other by contract or otherwise.
2.5     In making this agreement each party confirms that they have not relied on any inducement not recorded in this agreement.
2.6     Where it is held that the Company is not entitled to rely on any term in this contract, then the Company may also be allowed to cancel all rights and obligations under this contract, or to hold all other clauses as valid entirely at their sole discretion.
2.7     Should the Company waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit HCOMS to waive the same clause on any other occasion.
2.8     The Company reserves the right to amend these terms and conditions at any time.
2.9     This contract shall be subject to English Law
2.10    No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
2.11    If any provision of this Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Contract and the remainder of the affected provision shall be unaffected and shall remain in full force and effect. All third party rights are excluded and no third parties shall have any rights to enforce a Contract.

3.0      Legal application:
3.1     Agreements between the parties which deviate from these Terms and Conditions are not legally valid unless stipulated in writing. This also applies to all other oral arrangements, particularly telephone communications, as well as to this requirement of the written form.
3.2     The parties agree that the terms of this Contract are not enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999.

4.0      Privacy:
4.1     It is the Client's responsibility to ensure that all applicable civil liberty legislation and personal privacy safeguards are complied with when using software supplied by the Company, both those enshrined in UK and EU law, and those included in any telecoms service contracts entered into by the Client.

5.0      Confidentiality:
5.1     The Company and the Client hereby agree:
(a) that all information (written or oral), other than technical information, obtained from the other party is confidential and shall be used solely for the purpose of this Contract and shall not at any time be disclosed without the written consent of the other party except to such persons of each party and to such an extent as may be necessary for the execution of this Contract
(b) to provide all necessary precaution to ensure that all such information is treated as confidential and not disclosed by their employees, servants, agents or sub-contractors;
(c) that any technical information that is clearly designated as confidential and received under this Contract shall be treated in accordance with the provisions of this clause for a period of 5 years from receipt.
5.2     The above provisions of this clause shall not apply to any information which: is trivial or obvious; is or becomes public knowledge other than by breach of this Contract; is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party.
5.3     Nothing herein shall be construed as to prevent the Company from using data processing techniques, ideas or know-how gained during the performance of this Contract in the pursuit of its normal business, to the extent that this does not result in the disclosure of confidential information or a breach of any valid patents or copyrights of the Client.

PART 2:  This is the bit that covers the extent of services provided

6.0      Software integrity and compatibility:
6.1     It is the Client's responsibility to ensure that prior to the Company starting work on its computer system (or any other electronic installation) that all critical data has been backed up, and that appropriate recovery procedures are in place.
6.2     It is the Client's responsibility to ensure that the effectiveness of any 3rd party software supplied by the Company is maintained by acquisition (from the original developer if necessary), of such database files, programme patches or other revisions, as may become available from time to time.
6.3     It is the Client’s responsibility to comply with the terms of use, distribution, duplication and other requirements whether public or private in origin applicable applied to any software supplied through the Company.
6.4     In respect of any bespoke or commissioned program(s) which has been supplied to a Client the Company cannot, and will not, accept any responsibility where these have been deployed on machine(s) which are significantly different, in terms of configuration and/or environment, than those on which such program(s) have been compiled and/or tested.

7.0      Public Domain Software:
7.1     In the case of software that is available as "freeware", "shareware" or otherwise supplied from the public domain, such software is supplied to the Client on an "as is" basis. The Company makes no warranty as to fitness for purpose, performance or as to freedom from embedded malicious software.
7.2     Where the Products or Services are, or include, software, the Client shall enter into a licence for those Products or Services on such terms as the Company shall require. If requested, the Company will provide consultancy services in relation to the software, on such terms (including as to payment) as shall be agreed between the Company and the Client.

8.0      Web Site & Project Design
8.1     Unless otherwise previously agreed, it is the Client’s responsibility to provide the Company with detailed project design content, a signed purchase order, and/or confirmation that the design proof is satisfactory. Once received the Company will provide a commencement and projected completion date of the project.
8.2     The Company cannot be held liable in any way for the non commencement of any project where the Client has failed to provide a Purchase Order, project design and/or sufficient content.
8.3     The Company shall, unless otherwise specifically agreed (in writing) with the Client, provide a maximum of 4 design mock-ups and 3 content changes for approval. This number may be amended at the discretion of the Company. The Company will make every effort to facilitate the requirements of the Client but is under no obligation so to do to a greater extent than that stipulated. Failure of the Client to agree an acceptable design/content configuration will be deemed to be a cancellation by default and the terms of clause 22.4 shall become enforceable.
8.4     The Company agrees to make every effort to accommodate all reasonable, fair and judicious requests for design and/or functionality changes during development and consistent with clause 8.3. In the absence of any specific or detailed documentation from the Client we do, however, reserve the right to make additional charges at our prevailing rates.
8.5     The Client fully accepts by these terms and conditions that through non compliance of clause 8.1 or clause 10.1 any project can be postponed by the Company until sufficient time is available to complete the project within the required time frame. If there is insufficient time available for the Company to complete the project due to existing Client commitments, the Company has the right to terminate the project with the Client and submit an invoice as per clause 22.4.
8.6     Where the Client wilfully withholds information data or other requirements or in any other way prevents or refuses completion of an agreed project that this will be deemed to be a cancellation under clause 22.4 and the termination conditions attached to this clause shall apply.
8.7     Where the project comprises of less than 40 hours build time, and clauses 8.1 and 10.1 have been satisfied, the project will commence and be presented to the Client for user acceptance testing on completion.
8.8     Where the project exceeds 40 hours build time and clauses 8.1 and 10.1 have been satisfied (or unless otherwise agreed), the project will be phased in time and payment as per clause 13.1. On the completion of each phase, the Company will seek the Client’s approval by way of user acceptance testing/sign-off and payment as per clause 15.2, before the Company proceeds to the next phase.
8.9     The Company will initially place the client's website on one of our servers during development in order that the client may view and comment upon the website's progress. When both the Company and the Client agree that the website meets the criteria agreed during the commissioning process the Company will invoice the Client for any remaining amounts due. The Company will only release the Web Site and/or code and graphics when payment of the final invoice for the outstanding quotation value is received in full. On receipt of payment the Company will publish the website on the agreed server.
8.10    Once the Company has received written confirmation that the design proof is satisfactory, any modifications to the design specification and/or functionality will be considered an amendment to the contract and subject to charge at prevailing hourly rate. All modifications must be confirmed in writing.
8.11    Our consultancy service and general advice is, by its nature, subjective and will be as dependent upon the nature of the client’s services and market conditions as it is upon technical efficiency. It is for the Client to decide whether to follow our ideas and suggestions. Whilst our methods have proved to be successful we cannot guarantee that any of those ideas or suggestions will increase traffic to The Client's web site, improve ratings with search engines or boost sales.

9.0      Domain Name Registration and Website Hosting
9.1     Web site hosting service accounts are defined as those facilities provided to support and host the Client’s web site (ftp account).  
9.2     The Company may be required to register domain names in the Client's name. In doing this, the Company are acting as the Client's agent with the appropriate Naming Authority. The contract of registration is between The Client and them and the Client is bound by their terms and conditions (available on request).
9.3     Domain name registration is normally for two years, unless otherwise stated. The Company will use its procedures to provide early reminder to the Client of domain registration renewal but is still the responsibility of the Client to insure that all domain names are up to date and the Company is not accountable for domain name lapses or cancellation by the domain authorities.
9.4     The Company takes no responsibility in respect of existing domain names of the Client. The Client must ensure that any such domain names remain current and valid and are properly registered in the name of the Client. Any request for transfer must be initiated by the Client as legal owner.  
9.5     The Company can arrange hosting for the website on behalf of the Client and the subscription for this will be detailed in Company current price list. FTP access details to your website files can be issued on request.
9.6     All hosting services are for a minimum period of twelve months and will renew automatically unless notice of cancellation is made in writing at least 24 hours prior to the renewal date.
9.7     All web site hosting accounts must be paid for prior to the commencement of the hosting period to which it relates. If payment is not received the Company will remove hosting services in accordance with clause 13.10.
9.8     Where the Company provides the Client with e-mail facilities, web hosting or other services which involve the provision of computer storage space this will include a normal or set amount of bandwidth. The Client will be allocated with a monthly bandwidth allowance in accordance with the type of support package selected. Should the Client exceed the allocated amount then the Client agrees to pay for this bandwidth at the prevailing rate (per Price List).  The Company reserves the right to vary these limits from time to time. The Company will invoice the Client in the following month should such over-usage become apparent. If no arrangement can be reached then the Company reserves the right to terminate the account giving one week's notice to the Client.

9.9     If a Client website is found to be consuming more resources than that contracted then the Company reserves the right to suspend the account until more bandwidth is purchased at an additional fee. This policy is only implemented in exceptional circumstances and is intended to prevent the misuse of servers.

10.0    Services:
10.1    The Client shall, at its own expense, supply the Company with all necessary documents, data, materials or other information relating to the Products and/or Services, within sufficient time to enable the Company to provide the Products and/or Services in accordance with the Contract.
10.2    The Client shall ensure the accuracy of all such documents, data, materials or other information.
10.3    The Products and/or Services to be provided are as agreed between the Client and the Company (as defined in the quotation), together with any additions, deletions and changes agreed to in writing during the course of this Contract. Until such time as any addition, deletion or change is agreed in writing, the Company will, unless otherwise agreed, continue working on the Contract as if such a change has not been requested.
10.4    The Company reserves the right and may, at its discretion, remove an existing site in order to make corrections and/or changes requested by Client, whether or not these changes have been brought about by an act of the Company. 
10.5    The Company may use software segments or "library routines" developed by the Company in the development of the Client's application. In this case the Company will retain sole copyright to those routines but will grant to the Client a perpetual licence to use those routines within the application developed by the Company.

PART 3:  This part covers orders, payments, deliveries and things

11.0    Orders Quotations and Tenders:
11.1    Having received a brief of requirements from The Client, either verbal or written, the Company will produce a quotation detailing the specification of work to be carried out.
11.2    Tenders and Quotes are only valid for 30 days from the date of the Tender or Quote.
11.3    The Client must provide written confirmation that the quotation is acceptable by signing and returning a copy of the quotation. This will effectively form the basis of the contract.  Following acceptance of quotation a functionality document (FD1) will be sent to the Client which forms the specification and limits the scope for all development and the Client shall be responsible for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Client, and for giving the Company all necessary information in relation to the Products and/or Services within a sufficient time to enable the Company to perform the Contract in accordance with its terms.
11.4    The quantity, quality and description of and any specification for the Products and/or Services shall be those set out in the Company’s quotation or acknowledgement of order.

12.0    Price
12.1    Prices charged in any quotation are exclusive of VAT, unless otherwise stated, and may be varied without prior notice.
12.2    Prices charged in any quotation are exclusive of VAT, unless otherwise stated, and may be varied without prior notice
12.3    The price quoted is based on standard level specifications as laid out in the quotation.  Whilst we attempt to accommodate Client’s reasonable requests for amendment pertaining to design and/or functionality we reserve the right to charge for this on a time basis at prevailing hourly rates.

13.0    Payment:
13.1    Payment for design and project services must (unless otherwise agreed in writing with the Company) be made as follows: 25% (or an agreed deposit) with order, plus balance on completion of a phase or project. Modifications after completion will be charged at the prevailing hourly rate dependant on type of service required.
13.2    Payments are due within 14 days of presentation of invoice. Where credit terms are granted, payment shall be due strictly in accordance with the terms stated on the Company’s invoice.
13.3    The Company reserves the right to suspend deliveries where payment is not received in accordance with any alternative terms of payment agreed in writing.
13.4    Where payment is not made in accordance with these the Client shall, in accordance with The Late Payment of Commercial Debts Act 1998, pay interest on any unpaid amounts calculated at 3% above HSBC Plc’s base rate for the time being in force calculated on a daily basis.
13.5    All charges incurred by the Company due to late payment or cheques that require representing or fees required to recover debts will be passed onto The Client.
13.6    No cash or other discount is allowed unless agreed in writing by the Company.
13.7    The Company reserves the right not to provide any coding, working papers, designs or other such source materials unless payment has been received in full.
13.8    If the Company is able to deliver some items comprising the Products and/or Services, the subject of a contract, but unable to deliver all such items due to causes beyond its control (including but not limited to the examples referred to hereof) the Client shall pay for such items as are delivered.
13.9    We reserve the right to suspend or disable any website that has not been completely paid for.
13.10  Failure to make payment within the term stipulated will result in the Client account being placed on stop and all services withdrawn; this will include, but is not limited to, the withdrawal of any hosting services provided (whether or not the unpaid invoice relates to this or other un-liquidated debts) and/or suspension of web-site.

14.0    Delivery:
14.1    The dates for delivery of the Products and/or Services mentioned in any quotation or acknowledgement of orders are approximate only. Time shall not be of the essence in this contract 
14.2    Delivery may be made in whole or in part at the option of the Company, and where delivered by instalments shall be invoiced separately and seen as separate contracts.
14.3    If, in the case of the contract or any order involving more than one delivery, default is made in payment on the due date, The Company shall have the right to suspend any further deliveries or activities pending payment, or to terminate the contract in its entirety.

15.0    Copyright and Content:
15.1    The Client MUST own copyright, or have reproduction rights, of all artwork, trade names, photographs, and any other materials reproduced in the Client's project. The Client's logos, artwork, graphics and photographs remain the copyright of the Client.
15.2    The Client shall indemnify the Company against all liabilities costs, damages and expenses whatsoever which the Company may incur as a result of work done in accordance with the Client’s specifications which involve infringement of any copyright, reproduction, patent or other intellectual or property right.
15.3    The Client shall have full liability for the consequences of the contents of the printed literature, website or other project commissioned.
15.4    All preliminary work carried out at The Client's request, whether experimentally or otherwise, shall be charged to The Client at the then current rate.
15.5    The Company withholds the right to refuse publication of any content which it sees as being indecent, obscene or offensive towards others.
15.6    Proofs of all printed work may be submitted for The Client's approval and the Company shall not be liable for errors not corrected by The Client in such proofs. The Client's alterations and additional proofs necessitated thereby shall be charged as additional charges. When style, type or layout is left to the judgement of the Company, changes there from made by The Client shall be charged as additional charges. No responsibility will be accepted for any errors, including colour variations, in proofs approved by The Client.
15.7    Copyright of all material originated by the Company, either in the form of pre-contract documentation or as text, images, research papers, graphics photographs or electronically stored code for the manipulation, transmission and presentation of information, remains vested in the Company. 

PART 5:  This is the ownership, liability and risk part of the contract

16.0    Ownership of Products/Services:
16.1    Title to the Products and/or Services shall only pass to the Client upon payment in full of all sums owing or due to the Company, whether under contract or otherwise.
16.2    The Company reserves the right to retain ownership of intellectual property within any code or program that it has developed or written irrespective of any payment, final or otherwise, that may have been received.

17.0    Risk and insurance:
17.1    Risk in the Products and/or Services passes upon delivery to the Client's premises. Where material is transmitted electronically, risk will be deemed to have passed to the client, upon the moment of transmission not of receipt.
17.2    The Client shall be responsible for affecting all necessary insurance in respect of any loss, damage, or expense that it may suffer directly or indirectly in relation to the provision or non-provision of the Company's Products and Services.

18.0    Disclaimers:
18.1    The Company cannot be held liable for any information contained within The Client's website or printed literature and such content remains the property of The Client.
18.2    The Client is liable for any reasonable legal costs incurred by the Company caused by the content of The Client's web site or other project and agrees to indemnify the Company for any awards made by a court of law.

19.0    Liability and indemnity:
19.1    The Client will indemnify the Company, its staff, contractors and agents for any loss or damage suffered or incurred as a result of failure to obtain any necessary license or consent to enter any premises, or premises being unsafe or unsuitable, or any failure of the Client to comply with any conditions imposed by any other party
19.2    The Company shall not be liable to the Client by reason of any representation (unless fraudulent) or any implied warranty, condition or other item or any duty at common law, or under the express terms of this or any other contract, for any indirect, special or consequential loss or damage whatsoever (including but not limited to loss of profit, business, contracts or goodwill), costs, expenses or other claims for direct or indirect or consequential compensation whatsoever (and whether caused by the negligence of the Company, its employees or agents or otherwise).
19.3    The Company will not be liable for any loss, damage, cost, expense or injury of any kind, whether direct, consequential or otherwise, arising in connection with the execution of a contract or the use or failure of the Product and/or Services supplied or any defect in them, or from any other cause whether or not due to the acts or omissions of the Company, its staff, contractors, or its agents, in excess of the contract invoice value.
19.4    Nothing in this condition shall exclude or limit the Company’s liability for personal injury or death arising from the Company’s negligence. No forbearance delay or indulgence by the Company in enforcing the provisions of the Contract shall prejudice or restrict the rights of the Company nor shall any waiver of its rights operate as a waiver of any subsequent breach and any right power or remedy herein conferred upon or reserved for the Company is exclusive of any other right power or remedy available to the Company and each of its rights powers or remedies shall be cumulative

20.0    Claims:
20.1    All claims in respect of non-execution of the Contract must be made, in writing, and received by the Company no later than fourteen (14) days of the date of delivery to the Client, the Client's premises or in the case of electronic transmission, from the date of transmission (proof of transmission does not imply proof of receipt). Such notification should contain sufficient detail to enable the Company to respond to the claim.

21.0    Warranty:
21.1    The Company warrants that all new items of equipment supplied shall be free from material defect for the period of 12 calendar months from the date of invoice. Manufacturer's warranty shall supersede any warranty stated herein. 3rd party software shall be warranted by the software manufacturer.
21.2    The Company disclaims, to the extent permissible by law, all liability for defects in software products or for miss-configuration or misuse thereof.
21.3    The Services shall be performed in a timely, professional and workmanlike manner. Software development is a complex activity and the Company does not warrant that any software that it develops will be free from all defects. Warranty claims may only be asserted by the direct Purchaser and cannot be assigned or transferred in any way.

PART 6: The final part about termination and acts beyond our control

22.0    Termination:
22.1    The Company may terminate this Contract immediately if the Client fails to pay any sum due under it on the due date (time being of the essence regarding payment) or immediately if the Client commits a material breach of any term of this Contract and which (in the case of a breach capable of being remedied) has not been remedied within 7 days of a written request remedy the same from the Company.
22.2    Any termination of this contract shall be without prejudice to any of the Company’s other rights or remedies. This sub-clause applies if the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt (being a company) goes into liquidation (otherwise than done for the purposes of amalgamation or reconstruction) or an encumbrance takes possession of or a receiver is appointed over any the property or assets of the Client, or the Client ceases or threatens to cease to carry on business or the Company reasonably apprehends that any of the above events is about to occur in relation to the Client and notifies the Client accordingly. If this sub-clause applies then, without prejudice to any other right of remedy available to the Company.
22.3    The Company shall be entitled to cancel the contract or suspend any further deliveries under it without any liability to the Client and if the Products and/or Services have been delivered but not paid for, the price should become immediately due and payable, not withstanding any previous agreement or arrangement to the contrary.
22.4    Once the Company has undertaken a commission for services, a cancellation fee of up to 75% will apply if the contract is terminated through no fault of the Company. An interim invoice will also be levied for up to 75% of the total quotation value if the commissioned project's content is not received within 60 days of commission.

23.0    Force Majeure:
23.1    The Company shall not be liable to the Client for any loss or damage which may be suffered by the Client as a result of the delivery of the Products and/or Services being delayed, prevented, hindered or made uneconomic by reason or circumstances or events beyond the Company's control including, but not limited to: war, flood, storm, riot, fire, accident, civil commotion, acts of god, government action, failure of power supply, equipment failure, lock out, strike, default or failure of subcontractor or suppliers trade dispute, labour disturbance, restriction or ban on overtime, accident, fire, flood or storm difficulty or increased expense or failure by the Client to give adequate instructions or supply the necessary information in due time or failure by any third-party to carry out their part of the work or otherwise perform their obligations when required or any other cause beyond its reasonable control.