Revised, 4th May 2006
These terms and conditions set out the agreement between you (the customer) and us (Strategies, The Strategies Group Ltd)
Our hosting & web design services
Strategies host web sites for customers in accordance with our particular set of services set out in our attached proposal or schedule of services and extra agreements. In the absence of a proposal the terms and conditions of hosting are specified in this agreement.
We will host your site and make best efforts for it to be available on the World Wide Web (WWW). The WWW is comprised of many networks and connections outside of Strategies control and we can in no way guarantee availability of a site at any time. Strategies offer two levels of service:
- Normal business hours in the UK. This is our normal level of service.
- Extended service where Strategies can be contacted 24hrs a day. This level of service does not guarantee correcting problems because of the likely unavailability of the correct programmer but will in general reboot a server.
Strategies will back up a customer’s site onto tape on a daily and weekly basis. This tape will be stored off site in case of fire or theft. In the case of failure of equipment or networks, we will make best efforts to restore the connection to the web as soon as possible.
Strategies can in no way be held responsible for any damage to a companies business by a web site or services such as email or FTP being unavailable.
Access to a web site, email or FTP is via an ISP (Internet Services Provider). Strategies cannot be held responsible for any of the policies or actions of an ISP and the customer must be prepared to change ISP if the service of their current supplier no longer works with Strategies systems.
We will hold a domain name on behalf of a customer and will direct that domain name to both a web site and email and FTP accounts. The domain name may be transferred to another company at any time at the standard charge prevailing at the time, providing all payments of outstanding accounts are complete.
Primary support – everything works
- IE6+ Windows
- Firefox 1+ Mac/Windows
- Safari 1.2+ Mac
- Platforms: Mac OSX, Windows XP
Secondary support – possible layout issues due to age/standards of browsers
- IE7 Mac/Windows
- Netscape 6 Mac/Windows
- Opera 7+ Mac/Windows
- Platforms: Mac OS 9, Windows 2000
Content will be visible (generally unformatted) to all other users of earlier browser versions and alternative platforms – modern PDA’s will often use their own css adaptation to make a css-based site work surprisingly well on a small screen.
All fees for web sites, email and FTP sites are payable yearly in advance. Notice may be given up to 1 month before the anniversary of the hosting otherwise it will be assumed that the hosting will continue for another year at the prevailing rate. We will be fully entitled to turn off a service if an account is more than 30 days overdue without any further notice. Consequences of the site and email being unavailable are the full responsibility of the customer. In the event of termination of the contract the unused portion of the fees paid for the year will be refunded by Strategies.
All payments mentioned are net of applicable taxes.
Limitations of services
Whereas Strategies make every effort to make web sites hosted by them available for the maximum amount of time, the servers will be down from time to time because of both routine maintenance and failure of operating and systems software. Strategies do not guarantee that the web systems will be available at any particular time.
Strategies provide a number of services to submit web sites to search engines. This agreement recognises that the nature of search engine acceptance changes on a weekly basis. Strategies shall not give any guarantees on the outcome of promotion of a domain name and web site to search engines. If a web site does not appear in a search engine for any reason the company will in no way be held responsible.
Domain names can be purchased on behalf of customers. The hosting of these domain names can also be performed by us both with and without a web site attached. It is the responsibility of the customer to ensure that a domain name does not infringe any trademarks or copyrights and indemnifies us against any action that may be taken to recover a domain name. Transfer of a domain name and any cost ensuing including legal cost will be the responsibility of the customer. Ownership of a domain name will not be passed to the customer until all outstanding payments are made. The ownership of a domain name passes to Strategies if all no disputed debts are overdue by more than 120 days.
For any domains bough on behalf of customers but held in Strategies name, the customer must have a signed document from Strategies to prove ownership. No transfers can be made without proof of ownership.
The customer agrees
The information that you give, both us, and make available on the web both now and in the future is accurate and not in any way false, defamatory, libelous, indecent, obscene, misleading or offensive. We retain the right to amend or remove any information which we consider not accurate and in any way false, defamatory, libelous, indecent, obscene, misleading or offensive.
Your business and any other materials or information you provide to us do not infringe any law, regulations or rights including IPR of other people or organisations.
To comply with our reasonable operating instructions including without limitation instructions to modify your software and hardware for Internet connection in order to receive our services.
Not to use products for any illegal or improper purpose nor allow others to do so.
Agree to notify us and assist in providing a forecast of traffic likely to be directed to any web site. If the traffic volume more than doubles over a one month period without prior agreement we shall be within our rights to disconnect your site to protect the rest of our network from saturation.
If any campaigns such as television or mass advertising are to be initiated we need to be informed in writing a minimum of 8 weeks in advance and agreement made on the capacity for specified volumes of traffic and the costs associated with this. If traffic volumes exceed the estimated amount we shall retain the right to disconnect the service.
The systems and pages designed to a customer’s specification must comply with various differing country regulations. The customer indemnifies us against any action that may be brought because of infringement of regulations of another country.
Where information is taken from other sources or databases it is the responsibility of the customer to ensure that there is an agreement for supply of this information with the owner.
The customer is responsible for any final checking of content and user functionality before systems go live. Strategies can in no way be held responsible for any consequence of a site not being checked before announcement. It is the responsibility of the customer to adequately check the site to their own satisfaction.
Customers will not approach or offer any of Strategies employees or contractors any work or employment other than via Strategies for a period of at least 6 months after their final contract or employment with Strategies and at no time while they are working with Strategies.
Where email or FTP services are provided the customer agrees to not use or attempt to use the account to send unsolicited email or “spam” in any way. Use of such email will result in immediate termination of all services.
Intellectual property rights
For the web
All intellectual property rights in any design work specifically produced for the customer will be transferred to them on payment of final invoice. A license is issued to the customer for use of the systems and any applications produced for the hosting period on payment of the invoices for the project. As all systems are designed for Strategies specific hosting environment, email, security, ecommerce and other systems, the systems will only be warranted to work on Strategies hosting. On agreement and on further work some systems may be available on external hosts. In no circumstances will Strategies allow its package modules be hosted on external system unless under the control of Strategies in order to protect its IPR from copying.
All data stored on a web site is owned by the customer. This includes and databases of customers, suppliers, advertisements and documents. It is the responsibility of the customer to manage the rights under data protection of all data on the web site.
For printed material
When designs, photographs and copy are produced for use in printed material, the IPR will be assigned to the customer for that particular project on payment of invoice.
Images on a web site must have the correct rights to be used. Images can be sourced in a number of ways.
From the customer. In this case the images will be assumed to be owned by the customer or they have acquired the rights to use them on the web. It is the responsibility of the customer to ensure they have the correct rights to use an image.
Strategies use the following sorts of images:
Royalty Free. This is where Strategies have acquired the rights to use the images on web sites. This is typically by purchasing a disc. These images are sold to the customer as part of the digital images charge in the web site build.
Rights Managed Images. These images have a specific set of terms and conditions for each image. Typically an image is bought for a particular purpose e.g. a web site (use in a brochure would be extra). These images tend to have a time charge ie for use over 1 year. These images need to be bought directly by the customer as they will need to manage the use of the image over the duration of existence of the web site and this may be longer than the relationship with Strategies.
Limitations of liability
In no event (death or personal injury excepted) will the Company be liable to the Customer for any indirect, incidental or consequential damages arising out of the HOST Services or any products provided under this Agreement, even if the Company has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion my not apply to the Customer. The Company’s liability to the Customer for actual damages for any cause whatsoever, regardless of the form of the action, will be strictly limited to 125% of the Fees paid for the prior 12 months.
Termination of services
The service may be terminated or suspended by Strategies at any time where:
- The customer is in breach of any of the conditions of this agreement
- The customer becomes insolvent
- Invoices are more than 30 days overdue
The contact may be terminated by the customer :
- Immediately, if Strategies is in breach of any of the conditions of this agreement .
- up to 1 month before the anniversary of the hosting, by sending a notice (without any reason to be provided).
- All terminations of services by Customer or Strategies must also be communicated by a written notice.
Neither party shall be liable to the other if its performance of its obligations under this Agreement (other than an obligation to pay money) is prevented or hindered due to any circumstances outside its control.
Should any part of this Agreement, for any reason, be declared invalid by a court of competent jurisdiction, such determination shall not affect the validity of any remaining portion and such remaining portion shall remain in full force and effect. This Agreement is governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdictions of the courts of England and Wales. This Agreement shall be binding upon an inure to the benefit of each party and their respective heirs, successors and assigns.
Non-disclosure of terms
Except pursuant to court order or as otherwise required under judicial or regulatory proceedings, neither party shall disclose the existence or the terms and conditions of this Agreement without prior written consent to the other party.
Data protection act
It is the responsibility of the customer to register under the data protection act if necessary for the storage and transmission of data. Any data collected and transmitted on via the web site is the sole ownership of the customer and as such the customer is responsible for the legal use of that data.
(a) STRATEGIES acknowledge that its relationship with Customer is one of high trust and confidence and that in the course of Services to Customer it will have access to and contact with Proprietary Information. STRATEGIES will not, at any time disclose to others or use for its benefit or the benefit of others, any Proprietary Information.
(b) STRATEGIES’s obligation under this section shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no wrongful act or omission by or attributable to STRATEGIES or other of the terms of this section, (ii) is made available to STRATEGIES as a right by any third party, is independently developed by STRATEGIES, or is disclosed under judicial or governmental process, (iii) is generally disclosed to third parties by Customer without restriction on such third parties, or (iv) is approved for release by written authorisation from Customer.
(c) At any other time, upon request by Customer, STRATEGIES shall promptly deliver to Customer all records, files and documentation relating to the business of Customer. Customer agrees to hold STRATEGIES harmless from, and to indemnify STRATEGIES against, any and all losses, claims, damages, liabilities or expenses (including reasonable lawyers fees) which STRATEGIES may incur based on (a) any information or data concerning customer or customer’s products to the extent such material is furnished or prepared by or at the request of customer for use by STRATEGIES, and (b) any defect or alleged defect in any product manufactured by the customer.
Ecommerce special considerations
E Commerce systems have special considerations in redundancy and storage of data.The normal backup of your data is implemented by taking a tape copy of the system every evening. In the case of server failure including the disk the system is restored to the last available backup usually (but not always) 24hrs previous.
All Strategies systems duplicate the data on at least 2 disks which makes the instance outlined rare however failure of the disk controller can wipe both disks.
With normal backup and the failure outlined above there is the potential to loose 24hrs or more data. This could include transaction records.
There are 2 possible remedies to the above.
1. Strategies high resilient hosting option. This is more resilient than a standard host having duplicate servers and more than 1 redundant disk. However this solution could potentially fail and loose 24hrs or more data.
2. Build a transaction log file into your application that journals all transactions for re inputting in the case of failure.
The option with the greatest resilience is a combination of 1 and 2 above. If either of these options are requested they will be specific in the contract.
Job board software special considerations
Strategies provide job board software to its customers. The software is licensed to the customer for the use on Strategies servers. The ads and cv’s belong to the customer and terms and conditions of use, data protection are the responsibility of the customer.
The software license will remain in place while a customer pays the maintenance, hosting and usage charge.
Strategies offer upgrades to its software from time to time that may be incorporated into the users web site. These upgrades need applying to the users site and will be charged for at the price of the upgrade when it is announced.
Non internet based projects, Printing, CD production, Software hosted on a client PC
For projects not based on delivering an application via the Internet the following extra terms and conditions apply. For print based work where Strategies delivers print ready copy for delivery to a printer, it is the customer’s responsibility of the customer to check the layout, copy and design and authorise it as finished product before sending to a printer. If a mistake is discovered in the final printed product it is the responsibility of the customer to pay for any reworking and reprinting.
For CD based projects the application will be made available either via the internet or test CD for proofing. It is the responsibility of the customer to test the CD and sign off that the application is ready for a release copy to be made. Once a release copy is made it is the customers’ responsibility for any reworking or reprinting of media that will be needed if a bug is found in the software. For CD projects it is the customers’ responsibility to warn a customer that the software must be installed with caution and that any data loss that occurs because of the installation process or because of the actions of any 3 rd party software involved is their responsibility. Disclaimers must be made in the terms and conditions of any products sold onto further customers. Strategies liabilities are limited where not covered by other terms and conditions to the cost paid for a project and is under no circumstances extended to consequential liabilities or costs.
Strategies can not be held responsible in any way for any of the functionality correct or otherwise of any 3rd party software used in projects this extends to all 3rd party software and includes Microsoft and CD production software.