Below are our terms & conditions that apply to our Website Design & Development, Domain Names, Hosting and Online Marketing services
1.
Alpha State can provide consulting services to the Customer relating to the creation or modification of a Website and associated on-line marketing services. The specific nature of the services to be provided by Alpha State will be as specified in the Schedule ("the Services") or Estimate. Subject to any lawful restraint imposed upon it by any other party (such as an obligation as to confidence), Alpha State will make available to the Customer all knowledge, information and expertise in its possession in performing the Services. If the Customer wishes Alpha State to perform any services other than those specified in the Schedule or Estimate(including without limitation to provide any additional functionality) or to provide further or other Products or software, then Alpha State shall be entitled to quote the Customer separately for the provision of those services or the provision of those products or software. If the Customer accepts that quotation then the provisions of this Agreement unless agreed otherwise will apply to the provision of those additional services, products or software.
2.
Unless otherwise agreed in writing by the parties, the term of this Agreement will commence on the date specified in the Schedule or Estimate.
3.
For additional services or products unless specifically stated as a fixed price quote, any cost estimates that are or have been given by Alpha State are estimates only. Actual time spent and Products supplied may be used as the basis for billing.
4.
Alpha State may also supply the Customer with Products (as ordered by Customer and agreed by Alpha State) from time to time. In the context of this Agreement, "Products" means any hardware and/or third party software provided to the Customer by or on behalf of Alpha State pursuant to this Agreement.
5.
Alpha State will provide Services to the Customer and will be entitled to charge the Customer for such Services at the rates specified in the Schedule or Estimate.
6.
Alpha State shall be entitled to provide the Services remotely from its own premises and will not be required to attend the Customer's premises other than for meetings that may be reasonably requested by the customer. If Alpha State is required to attend the Customer's premises for any reason pursuant to this Agreement, the Customer will reimburse Alpha State for reasonable transport and/or accommodation expenses incurred by Alpha State in doing so.
7.
Alpha State will be entitled to invoice and receive payment from the customer for up to 50% of the total project costs prior to commencement. Further stage payments will become payable upon completion of chargeable each stage in accordance with the schedule contained in the Development Plan section of the services schedule appended to this agreement or Estimate. Such invoices shall contain such information and detail as the customer may reasonably require to permit the customer to account for the services and products reasonably prescribed by the customer.
8.
All invoices rendered by Alpha State are payable within thirty (30) days from the date of invoice or satisfactory delivery of the service, which ever is latter. The Customer agrees to pay Alpha State in full within this time period.
9.
If the Customer fails to pay any valid invoice by the due date for payment, then without prejudice to Alpha State's rights under this Agreement, the Customer shall also pay Alpha State interest on the outstanding amount at the rate of 2% per month.
10.
Alpha State will not disclose to any third party or use other than for the purposes of this Agreement any knowledge or information imparted to or obtained by it during or in connection with the fulfillment of this Agreement which is of a secret or confidential nature relating to the business, equipment, processes relating to the equipment, the products, services, process or business strategies offered or employed by the Customer. This obligation of confidence will cease to apply in relation to information that Alpha State is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by Alpha State of its obligations of confidence under this Agreement.
11.
Unless otherwise agreed in writing by Alpha State, the copyright and all other rights relating to any software provided to the Customer by or on behalf of Alpha State pursuant to this Agreement (the "Intellectual Property") will remain the property of Alpha State or where applicable its licensors.
12.
Upon payment in full for the Services provided by or on behalf of Alpha State pursuant to this Agreement, Alpha State grants the Customer a non-exclusive and non-transferable perpetual license to use the Intellectual Property for the Customer's own business purposes, and in the case of the third party software, will obtain a sub-license in favor of the Customer in similar terms.
13.
Except for express undertakings to indemnify and any warranties set out in this Agreement:
14.
Certain provisions relating to the trading of goods and services and other statutes, rules and regulations in the United Kingdom may imply certain non-excludable warranties or conditions. To the extent that they are not permitted to be excluded, Alpha State 's liability for breach of such conditions or warranties and the Customer's sole and exclusive remedy in relation to such breaches shall be limited to:
a) in the case of Products or software or other goods supplied by Alpha State, at Alpha State's option:
b)in the case of Services, at the customer’s option:
15.
The Customer is solely responsible for the proper backup and protection of all of its software and data, as well as the implementation and maintenance of firewalls and security measures (including proper virus control) in relation to the Facilities.
16.
This Agreement may be terminated in the following circumstances:
17.
On termination of this Agreement 'properly due', all moneys unpaid by the Customer pursuant to this Agreement will immediately become due and payable. If such moneys remain unpaid for a period of thirty days then (without prejudice to any other rights that Alpha State may have for breach of this Agreement or otherwise) Alpha State will be entitled to retake possession of the Products and to disable any software provided pursuant to this Agreement (including by remote means).
18.
The Customer's obligations (including any obligations to indemnify) under clauses 11, 18 to 23 inclusive (Intellectual Property), 24 (High Risk Activities), 25 to 27 inclusive (Liability), and Alpha State 's obligations under clause 17 (Confidentiality) shall survive the termination of this Agreement for whatever reason.
19.
Any notice required or contemplated by this Agreement shall be deemed to have been duly given if it is in writing, properly addressed and delivered personally or mailed by registered or certified mail, postage prepaid addressed or by fax or electronic mail to the Customer or Alpha State at the address set out in the Schedule or this Agreement or such other address nominated by a party in writing.
20.
Neither party may not assign any of its obligations under this agreement without the prior written consent of the other, such consent must not be unreasonably withheld.
21.
Neither party may not assign any of its obligations under this agreement without the prior written consent of the other, such consent must not be unreasonably withheld.
22.
A failure, delay, relaxation or indulgence by either Party in exercising any right, power or privilege conferred on the Party by this Agreement shall not operate as a waiver of the power or right. A single or partial exercise of any right, power or privilege hereunder does not preclude the further exercise of the same right or the exercise of any other right hereunder. A waiver of a breach does not operate as a waiver of any other breach.
23.
If any part of this Agreement is held by a court of competent jurisdiction to be invalid, then;
24.
This Agreement shall be governed by and must be construed in accordance with the laws of the United Kingdom and the Customer irrevocably submits to the non-exclusive jurisdiction of the courts of that State.
