Design & Development Services

1. DEFINITION OF TERMS

The Client - The entity which enters into a contract with Morley Computing Limited
Browser, Internet Browser, Web Browser - The software with which websites can be viewed. Examples include Mozilla Firefox and Microsoft Internet Explorer
Domain Name - The root address of a website, e.g. www.webaddress.com. All such names must be registered with the appropriate naming authority. A fee will apply for this service.
Downtime - Time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site.
Host - The company on whose system the Website physically resides.
Link, Hyperlink - A 'clickable' link embedded on a web page which may take the form of a graphic or text.
Main Browsers – A selection of the most widely-used web browsers used by Morley Computing Limited for the purposes of testing of the Work. These are currently defined as the software versions of Internet Explorer and Mozilla Firefox current on the date the contract is signed by the Client.
Search Engine - A website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
Website - A collection of web pages and associated code which forms an integrated presence.
Software - A program or programs developed by Morley Computing Limited.
The Work - The subject matter of the contract between the Client and Morley Computing Limited.

2. FEES

2.1 Fee Payable

A non-refundable deposit of 50% of the total fee payable is due immediately upon commencement of the Work. The remaining 50% shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof. Morley Computing Limited reserves the right not to begin the Work until the said deposit has been paid in full. Unless otherwise stated, the fee quoted does not include the cost of domain registration or hosting.

2.3 Payment Schedule

Unless an alternative payment schedule has been agreed, the payment schedule defined in Clause 2.1 Fee Payable applies.

2.3 Hosting Fees & Hosting Evaluation Period

Hosting fees are due 31 days after the creation of a hosting account and on each anniversary of the creation date.

An evaluation of period of 30 days is provided with no-obligation to the client. No fees will be collected during this period. After the evaluation period, hosting fees are non-refundable. The no-obligation clause only includes hosting and any other purchases, including domains, domain transfers must still be paid in full.

3. DISCLAIMERS

3.1 Third Parties

Morley Computing Limited can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client's Website, although Morley Computing Limited will endeavour to ensure that Website downtime is kept to a minimum.

3.2 Maintenance and Correction of Errors

Morley Computing Limited takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website or Software after the Work. Errors (both technical and typographical) solely attributable to Morley Computing Limited will be corrected free of charge, but Morley Computing Limited reserves the right to charge a reasonable fee for correction of errors for which Morley Computing Limited is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to Morley Computing Limited by the Client.

3.3 Extent of Work

Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality. 

3.4 Consequential Loss

Under no circumstances will Morley Computing Limited be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software. The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimise possible losses as a result of software failure.

3.5 Status and Duration of Offers

Proposals and offers are valid for a period of one month from the date issued. Morley Computing Limited is not bound to honour offers that have expired. Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties. This timetable must be agreed within the month that the offer is valid. If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.

3.6 Search Engine Listings

Morley Computing Limited will undertake reasonable measures to ensure that the Website is listed in Search Engine results, but this does not constitute a guarantee that the site will appear for any given position or rank for any given search term within a Search Engine’s results, that a currently unlisted site will appear in the Search Engines' results, or that a currently listed Website will remain listed within the Search Engine results indefinitely. The Client accepts that it is Search Engines and not Morley Computing Limited who determine whom the Search Engines list and whom they will not. The Client further understands there is no guaranteed placement or rank on the Search Engines and that it is possible that a new website may never appear within Search Engine results at all. Morley Computing Limited does not control Search Engines’ algorithms and the Client accepts that changes in Search Engine ranking and listings may occur daily, weekly or even hourly.

4. COMPLETION OF WORK AND PAYMENT

4.1 Completion of Work

Morley Computing Limited warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client. Morley Computing Limited will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement. Morley Computing Limited will not undertake changes to the specifications of the Work which would increase the cost, without prior written (including email) authorisation from the Client. Where the Client has varied the specifications of the Work since the agreement, but does not authorise Morley Computing Limited to increase the cost accordingly, Morley Computing Limited reserves the right to terminate the contract and invoice the Client for any part or parts of the Work already completed. Where the Work is complete according to the original specifications, Morley Computing Limited will deem the contract complete and will invoice the Client in full.

4.2 Supply of Materials

The Client is to supply all materials and information required for Morley Computing Limited to complete the Work in accordance with the agreed specification. Such materials may include, but are not limited to, photographs, written copy, logos and other printed materials. Where the Client's failure to supply such materials leads to a delay in completion of the work, Morley Computing Limited has the right to extend previously agreed deadlines for the completion of the Work. Such deadline extensions may take into account further unforeseen and/or predicted delays, and/or commitments to other projects such that the deadline extension added by Morley Computing Limited may exceed the delay caused by the Client. Where the Client's failure to supply materials prevents progress on the Work for more than 14 days, Morley Computing Limited reserves the right to invoice the Client for any part or parts of the Work already completed in accordance with Clause 4.5 Payment.

4.3 Approval of Work

On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify Morley Computing Limited, in writing, of any unsatisfactory points within 7 days of receipt of such notification. Any of the Work which has not been reported in writing to Morley Computing Limited as unsatisfactory within the 7 day review period will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the balancing payment under Clause 2.3 Payment Schedule will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.

4.4 Rejected Work

If the Client rejects the Work within the 7 day review period and will not approve subsequent Work performed by Morley Computing Limited to remedy any points reported by the Client as unsatisfactory, or Morley Computing Limited considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and Morley Computing Limited can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.               

4.5 Payment

Morley Computing Limited will invoice the Client for the balancing payment in accordance with Clause 2.3 Payment Schedule hereof, which, in the absence of a written agreement to the contrary, is to be paid by the Client within 30 days of the date that the invoice was issued.

4.6 Remedies for Overdue Payment

If payment has not been received by the due date, Morley Computing Limited has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received. If full payment has still not been received 21 days after the due date, Morley Computing Limited has the right to replace, modify or remove the Website and revoke the Client's licence of the Work until full payment has been received. By revoking the Client's licence of the Work or removing the web site from the Internet, Morley Computing Limited does not remove the Client's obligation to pay any outstanding monies owing.

5. INTELLECTUAL PROPERTY

5.1 Offers and Proposals

Offers and proposals made by Morley Computing Limited to potential clients should be treated as trade secrets and remain the property of Morley Computing Limited. Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from Morley Computing Limited. This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.

5.2 Warranty by Client as to Ownership of Intellectual Property Rights

The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to Morley Computing Limited for inclusion on the Website. The conclusion of a contract between Morley Computing Limited and the Client shall be regarded as a guarantee by the Client to Morley Computing Limited that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict. By agreeing to these terms and conditions, the Client removes the legal responsibility of Morley Computing Limited and indemnifies the same from any claims or legal actions however related to the content of the Client's site.

5.3 Domain Name and Hosting

Any Domain Name obtained will belong to the Client. The Client agrees to indemnify Morley Computing Limited, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.

5.4 Licensing, Ownership of the Work

Once Morley Computing Limited has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a licence to use the Website and its contents. Where full ownership of the Work is to be assigned to the Client upon completion, once Morley Computing Limited has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be notified in writing that ownership of the Work has been transferred. In this case, Clause 5.6 and Clause 5.7 do not apply.

5.5 Trade Secrets

Any code that is not freely accessible to third parties and not in the public domain, and to which Morley Computing Limited or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from Morley Computing Limited. Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which Morley Computing Limited or their suppliers owns the copyright. Morley Computing Limited acknowledges the intellectual property rights of the Client. Information passed in written form to Morley Computing Limited, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.

5.6 Third Party Development

The Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and the Morley Computing Limited. Any software provided as part of the Work but which was not developed explicitly as part of the Work (such as libraries and plug-ins) remains the property of the party (third-party or Morley Computing Limited) which created it. Such software is to be used by the Client in accordance with any accompanying licenses.

5.7 Credits

The Client agrees that Morley Computing Limited may include development credit(s) and/or link(s) displayed on the Client’s web page, unless this is otherwise defined in the foregoing Specification of Work. These development credit(s) and/or link(s) may not be removed or modified, by the Client or by a Third Party authorised by the Client, without written authorisation from Morley Computing Limited. The Client also agrees that Morley Computing Limited may include references to the Work on the Morley Computing website.

6. RIGHTS AND RESPONSIBILITIES

6.1 Right to Terminate

Morley Computing Limited reserves the right to refuse or break a contract without prior notice, if it is believed that the Client is acting illegally, or any supplied material is illegal.

6.2 Events Beyond the Control of Morley Computing Limited

Morley Computing Limited will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of Morley Computing Limited.

6.3 Supply and Pricing of Services

Morley Computing Limited reserves the right to use whoever it feels appropriate at the time for third party software and services, without affecting existing contractual and pricing agreements. Morley Computing Limited reserves the right to alter its prices as necessary and without prior notice. Such changes will not affect existing contractual and pricing agreements.

6.4 Privacy Policy                                                                                                          

Morley Computing Limited and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998 and also to identify the Client in communications with them.

6.5 Nondisclosure

Morley Computing Limited and any third party associates agree that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about Morley Computing Limited to another party. Both parties agree to define in writing prior to disclosure which information should be considered confidential and subject to this clause.

6.6 Indemnification

Client agrees to use all and any of Morley Computing Limited’s services and facilities at their own risk and agree to defend, indemnify, save and hold Morley Computing Limited harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney’s fees against Morley Computing Limited or it's associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project, including but not limited to web site content and choice of domain name. Client also agrees to defend, indemnify and hold harmless Morley Computing Limited against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organisation.

7. INTERPRETATION

7.1 Jurisdiction

This Agreement shall be governed by the laws of the England and Wales which shall claim venue and jurisdiction for any legal action or claim arising from the contract between Morley Computing Limited and the Client. The said contract is void where prohibited by law.

7.2 Survival of Contract

Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

7.3 Change of Terms and Conditions

These terms and conditions may change from time to time. Where a contract exists, the Client will be informed of revisions as and when they are issued.

7.4 Termination of Contract

Morley Computing Limited reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these Terms and Conditions. Morley Computing Limited shall be the sole arbiter in deciding what constitutes a breach. No refunds are given in such a situation.

8. LIABILITY AND WARRANTY DISCLAIMER

Morley Computing Limited provides their web site and the contents thereof on an "as is" basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. Morley Computing Limited cannot guarantee the functionality or operations of their web site or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.

Morley Computing Limited endeavours to provide a web site within given delivery timescales to the best of its ability. However, the Client agrees that Morley Computing Limited is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale. Morley Computing Limited, at its sole discretion, may offer a full or partial refund and/or additional services in light of any failure to carry out services within a given delivery timescale in accordance with Clause 4.2 Supply of Materials.

The Client agrees Morley Computing Limited is not liable for absence of service as a result of illness or holiday time. Morley Computing Limited reserves the right to assign the work to a third party associate should there be the need to.

The Client agrees Morley Computing Limited is not liable for any failure to carry out services for reasons beyond it's control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.

Morley Computing Limited is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

On handover of files from Morley Computing Limited to Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.

Whilst every effort is made to make sure files are error free, Morley Computing Limited cannot guarantee that the display or functionality of the Work will be uninterrupted or error free. Morley Computing Limited will endeavour to make sure that display and functionality of the Work is error free in the Main Browsers before handover of the completed Work. If after handover of files errors are found in code the Morley Computing Limited has created using the Main Browsers, domain name setup and hosting setup are the same as when work began, then Morley Computing Limited will correct these errors for the Client free of charge.

If after handover of files errors are found in code the Morley Computing Limited has created, where an updated software version of one or all of the Main Browsers exists, or the domain name setup or hosting setup has been changed, Morley Computing Limited reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup.

Should Client goes into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, Morley Computing Limited reserves the right to cancel forthwith any projects and invoice Client for any work completed.

Morley Computing Limited shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or web site, even if Morley Computing Limited has been advised of the possibility of such damages.

There are sometimes laws and taxes which affect Internet ecommerce. Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend Morley Computing Limited and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet ecommerce.

Morley Computing Limited may from time to time recommend to the Client that updates are needed to their site to comply with, including but not limited to, new legislation, software releases and web standards. Morley Computing Limited reserves the right to quote for any updates as separate work. Client agrees Morley Computing Limited is not liable for any failure to inform or implement these updates to their site. Client agrees that it shall defend, indemnify, save and hold Morley Computing Limited harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.

9. ACCEPTANCE OF TERMS AND CONDITIONS

By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understood, and accepted the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.

Web & Email Hosting

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

1. DEFINITIONS

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

Product specifications and details may be found at URL.

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

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 INTRODUCTION

2.1 The Customer wishes to provide Morley Computing with data that will be hosted on Morley Computing's servers and made accessible via the Internet.

2.2 Morley Computing provides web hosting services and has agreed to host the Customer's data upon the following terms and conditions.

3 DUTIES

3.1 Morley Computing shall provide to the Customer the Services specified in their order subject to the following terms and conditions.

3.2 The Customer shall deliver to Morley Computing the website and the software used in the website which is owned by the Customer, or licensed to him by a third party or Morley Computing ("the Customer Software), in a format specified by Morley Computing.

4 CHARGES ,PAYMENT AND MONEY-BACK GUARANTEE

4.1 Payment methods include credit cards (including MasterCard and Visa), debit cards (including Switch/Maestro) and direct debits

4.2 Morley Computing do not accept cheques, bank transfers, postal orders, cash or any other form of payment other than those outlined in 4.1

4.3 The Charges are exclusive of VAT, which if payable shall be paid by the Customer.

4.4 Morley Computing shall be entitled to charge interest in respect of late payment of any sum due under this Agreement, which shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 8% per annum above the base rate of the Bank of England from time to time in force.

4.5 Morley Computing do not provide credit facilities.

4.6 From time to time Morley Computing may make enquiries on the Customers company, proprietor or directors of the Customers company with credit reference agencies. These agencies may record that a search has been made and share this information with other businesses.

4.7 Morley Computing provide "Money-Back Guarantees" on certain products. Should your product qualify for this guarantee please raise a support ticket at URL within 30 days of placing your order for a full refund. This guarantee excludes domain names which may not be cancelled once ordered. Customers are limited to using the money-back guarantee once.

4.8 Pro-rata refunds will not be issued for yearly services that are cancelled before then end of the year.

4.9 Should your chosen payment method fail Morley Computing will attempt to settle your invoice using any other payment facilities available on your account.

4.10 All services will only be renewed on receipt of full payment. If full payment is not received by Morley Computing prior to the renewal date such services and registrations will expire. Morley Computing will provide renewal reminders (via email) wherever possible. However, it is the responsiblity of the domain owner to ensure that domain registration fees are paid before the expiry date.

5 IP ADDRESSES

5.1 Morley Computing shall maintain control and ownership of the IP address that is assigned to the Customer as part of the Services and reserves the right in its sole discretion to change or remove any and all IP addresses.

5.2 Where Morley Computing changes or removes any IP address it shall use its reasonable endeavours to avoid any disruption to the Customer.

6 SOFTWARE LICENCE AND RIGHTS

6.1 If the Customer requires use of software owned by or licensed to Morley Computing ("Morley Computing's software") in order to use the Services, Morley Computing grants to the Customer and its employees, agents and third party consultants and contractors, a royalty-free, world-wide, non-transferable, non-exclusive licence to use Morley Computing Software in object code form only, in accordance with the terms of this Agreement. For the avoidance of doubt, this Agreement does not transfer or grant to the Customer any right, title, interest or intellectual property rights in Morley Computing Software.

6.2 In relation to Morley Computing's obligations under this Agreement in connection with the provision of the Services, the Customer grants to Morley Computing a royalty-free, world-wide, non-exclusive licence to use the Customer Software and all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the website ("the Content"). For the avoidance of doubt, this Agreement does not transfer or grant to Morley Computing any right, title, interest or intellectual property rights in the Customer Software or the Content.

6.3 The Customer undertakes that he will not himself or through any third party, sell, lease, license or sublicense Morley Computing Software.

6.4 Morley Computing may make such copies of the Customer Content as may be necessary to perform its obligations under this Agreement, including back up copies of the Content. Upon termination or expiration of this Agreement, Morley Computing shall destroy all such copies of the Content and other materials provided by the Customer as and when requested by the Customer.

7 SERVICE LEVELS AND DATA BACKUP

7.1 Morley Computing shall use its reasonable endeavours to make the server and the Services available to the Customer 100% of the time but because the Services are provided by means of computer and telecommunications systems, Morley Computing makes no warranties or representations that the Service will be uninterrupted or error-free and Morley Computing shall not, in any event, be liable for interruptions of Service or downtime of the server.

7.2 Morley Computing carries out data backups for use by Morley Computing in the event of systems failure. Morley Computing do not provide data restoration facilities for individual customers. Even though every effort is made to ensure data is backed up correctly Morley Computing accepts no responsibility for data loss or corruption.

8 ACCEPTABLE USE POLICY

8.1 The website and use of the Services may be used for lawful purposes only and the Customer may not submit, publish or display any content that breaches any law, statute or regulation. In particular the Customer agrees not to:

8.1.1 use the Services or the website in any way to send unsolicited commercial email or "spam", or any similar abuse of the Services;

8.1.2 send email or any type of electronic message with the intention or result of affecting the performance of any computer facilities;

8.1.3 publish, post, distribute or disseminate defamatory, obscene, indecent or other unlawful material or information, or any material or information which infringes any intellectual property rights (for the avoidance of doubt this includes licensed software distributed as Warez), via the Services or on the Website;

8.1.4 threaten, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;

8.1.5 engage in illegal or unlawful activities through the Services or via the Website;

8.1.6 make available or upload files to the website or to the Services that the Customer knows contain a virus, worm, trojan or corrupt data; or

8.1.7 obtain or attempt to obtain access, through whatever means, to areas of Morley Computing's network or the Services which are identified as restricted or confidential. This includes leaving your home directory whilst using SSH access to servers.

8.1.8 operate or attempt to operate IRC bots or other permanent server processes.

8.2 The Customer has full responsibility for the content of the Website. For the avoidance of doubt, Morley Computing is not obliged to monitor, and will have no liability for, the content of any communications transmitted by virtue of the Services.

8.3 If the Customer fails to comply with the Acceptable Use Policy outlined in Clause 8.1 Morley Computing shall be entitled to withdraw the Services and terminate the Customer's account without notice.

9 ALTERATIONS AND UPDATES

All alterations and updates to the website shall be made by the Customer using the online account management facility, FTP access or SSH access where available. The Customer will be issued with a user name and password in order to access the account. The Customer must take all reasonable steps to maintain the confidentiality of this user name and password. If the Customer reasonably believes that this information has become known to any unauthorised person, the Customer agrees to immediately inform Morley Computing and the password will be changed.

10 WARRANTIES

10.1 The Customer warrants and represents to Morley Computing that Morley Computing's use of the Content or the Customer Software in accordance with this Agreement will not infringe the intellectual property rights of any third party and that the Customer has the authority to license the Content and the Customer Software to Morley Computing as set out in Clause 6.2.

10.2 All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded. In particular and without prejudice to that generality, Morley Computing shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer.

11 INDEMNITY

The Customer agrees to indemnify and hold Morley Computing and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Morley Computing arising out of any breach by the Customer of the terms of this Agreement or other liabilities arising out of or relating to the Website.

12 LIMITATION OF LIABILITY

12.1 Nothing in these terms and conditions shall exclude or limit Morley Computing's liability for death or personal injury resulting from Morley Computing's negligence or that of its employees, agents or sub-contractors.

12.2 The entire liability of Morley Computing to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

12.3 In no event shall Morley Computing be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Morley Computing had been made aware of the possibility of the Customer incurring such a loss.

13 TERM AND TERMINATION

13.1 This Agreement will become effective on the date the service is ordered and shall continue until terminated by either party in writing of its intention to terminate the Agreement.

13.2 Morley Computing shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.

13.3 Either party may terminate this Agreement forthwith by notice in writing to the other if:

13.3.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or

13.3.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or

13.3.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or

13.3.4 the other party ceases to carry on its business or substantially the whole of its business; or

13.3.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

13.4 Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination.

13.5 On termination all data held in the customers account will be deleted.

14 ASSIGNMENT

14.1 Morley Computing may assign or otherwise transfer this Agreement at any time.

14.2 The Customer may not assign or otherwise transfer this Agreement or any part of it without Morley Computing's prior written consent.

15 FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

16 SEVERANCE

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

17 NOTICES

Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this Agreement or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error free transmission report, or if sent by recorded delivery shall be deemed to be served 2 days following the date of posting.

18 ENTIRE AGREEMENT

This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This Agreement may be updated without notice.

19 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

20 DOMAIN NAME REGISTRATION

20.1 Domain names are not deemed to be successfully registered until they appear in the relevant whois database of the top level domain name registrar. In the event that a domain name is unavailable when we attempt to register it Morley Computing will provide a full refund for that domain name.

20.2 Please return to the main terms and conditions area of this website to view terms and conditions for individual domain name registrars.

21 SCRIPTING

Morley Computing are not responsible for customer programming issues other than ensuring that programming languages such as Perl, PHP and ASP are installed and functioning on the web hosting system.

22 PRIVACY

To protect your privacy we will not distribute your details to third parties, unless required to do so by law.

23 DATA TRANSFER

23.1 Web hosting accounts include a certain amount of data transfer, if you exceed this amount in any one month your account will be deactivated until you have upgraded to an account that has more data transfer included.

23.2 Web hosting accounts are prohibited from hosting file distribution websites (including but not limited to music, video and software), adult content orientated websites, hosting banners, graphics or cgi scripts for other websites, storing pages, files or data as a repository for other websites or personal computers, giving away web space under a domain, sub domain or directory.

24 SERVER USAGE

Should your account use more than 5% of the servers processing power and as a result have a detrimental effect on other customers we will discuss with you alternative solutions for your hosting requirements.

25 AFFILIATE PROGRAMME

Commission earned via the affiliate programme will only be paid by using a valid direct debit/credit mandate on your account. It is the customers responsibility to ensure they have this facility. In the event of the customer not being able to obtain this facility then no commission will be paid.

26 EMAIL NEWSLETTER

Morley Computing communicates with it's customers via email and as such you agree to receive by email our regular newsletter which contains amongst other things changes to our terms and conditions, notification of major outages, updates to our products & features and special offers.

27 WEBSPACE USAGE

Unlimited web space is available for genuine web site content, content must be linked into web pages. Customers are prohibited from using the server as a file/backup repository. Customers are expected to employ good house keeping when maintaining their account.

28 MAIL BOXES

Mail boxes not accessed for 100 days or more will be deleted from the system.