1. Definitions involved

'Crunch' - Means Crunch Websites (a trading name of Cemal Hussein).

'Client' - Means the person, partnership or company placing an order with and entering into an agreement with Crunch for the provision of the Service

'Design Brief' - The reasonable concepts, designs, ideas and requests of the Client with regard to the Service

'Fee' - Means such sum as may be agreed between the parties for the Service

'Order' - Means any order placed by the Client on Crunch's website for the provision of the Service

'Service' - Means the provision of a website and design services in accordance with the details and specific terms agreed between the parties

'Additional Services' - Means any additional services requested by the Client to be provided by Crunch

'Change Request' - Means a request for a change to the proof provided by Crunch

'Proof' - Means a designed and functioning website prepared by Crunch for approval by the Client

'Support Services' - Means the provision of a licence to use Crunch's content management system, the provision of a web domain and the

hosting of the web domain

2. Service to be provided

2.1 Upon placing of an order by the Client and providing Crunch with a written Design Brief, Crunch will use its reasonable endeavours to:

2.1.1 Provide the Service to the Client in accordance with the Order and Design Brief;

2.1.2 Provide the Support Services in accordance with the Order;

2.1.3 Provide any Additional Services agreed between the parties in writing

2.2 Crunch shall ensure that its personnel engaged in providing the Service and Support Services have the necessary skill and expertise to undertake such work, in line with standards generally observed in the computer industry for similar Services

3. Client Obligations

3.1 The Client shall pay the Fee in advance of the Service as a means of securing an appointment with a Crunch designer

3.2 The Client shall ensure that its employees, agents and contractors cooperate with Crunch in providing the Service, Support Services and Additional Services

3.3 The Client shall promptly furnish Crunch with such information and documents as it may reasonably request for the proper performance of its obligations to provide the Service, Support Services and Additional Services

3.4 The Client shall ensure a suitable person authorised to make decisions and bind the Client is available as reasonably required by Crunch

4. Changes and Amendments

4.1 In the event the Client requires a change or amendment to the Proof, the Client shall submit a written Change Request setting out the details of the Change requirements. Crunch will use its reasonable endeavours to respond to the Change Request within 24 hours of receipt

4.2 A Change Request can only be accepted by Crunch where it does not materially deviate from the original Order and Design Brief and remains in accordance with the original Service and Support Services requested by the Client

4.3 A request for Additional Services will not constitute a Change Request and will incur additional charges, details of which shall be notified to the Client in writing

4.4 Crunch shall not implement any changes unless instructed to do so by the Client

4.5 Crunch shall not provide any Additional Services unless instructed to do so by the Client and the Client has agreed in writing to pay the additional charges

5. Warranties

5.1 Crunch warrants that it is the creator and owner of all code and programming provided by Crunch necessary to provide the Service and Support Services

5.2 The content management system and website shall perform substantially in accordance with the Order and Design Brief, minor interruptions and errors excluded.

5.3 Crunch shall not be liable under Clause 5.1 and 5.2 if a failure to meet the warranties set out in that clause is caused by modifications or customisations made by or on behalf of the Client without authorisation of Crunch or software or equipment used or provided other than by Crunch

5.4 Crunch warrants that for a period of 90 days from the date of first installation of the Clients completed homepage on Crunch's server, the coding of such homepage shall be reasonably HTML compliant. Notwithstanding the foregoing, the sole and exclusive remedy for a breach of the warranties contained in this clause shall be that Crunch shall replace the non-conforming coding to make such homepage reasonably HTML compliant. The Client acknowledges that HTML is an industry standard that contains some ambiguous provisions and that does not completely address all issues associated with the coding of homepages accessible via the internet.

5.5 Crunch shall test the Client's homepage for functionality on Internet Explorer, Mozilla Firefox and Safari web browsers although the Client acknowledges that HTML is a standard that will be amended from time to time. Not all browsers used by third parties to access the internet implement HTML in the same way and browsers which previously displayed content may no longer do so in the future following updates and amendments.

5.6 Crunch does not guarantee the Client or any third parties will be able to access the homepage created by Crunch at any particular time. The Client acknowledges that the need for routine maintenance and error correction may result in downtime and that Crunch cannot control the timing or volume of attempts to access Crunch's server.

6. Grant of Rights

6.1 On payment of the Fee, Crunch shall grant to the Client a non-exclusive, non-transferable right to use the Service and Support Services on any processor owned or controlled by the Client. The Client may not disclose or make available such code, software or programming provided by Crunch as part of the Service and Support Services to any entity other than members of the Clients who have agreed to these licence terms and shall not permit others to use the same except for the Clients employees and agents who may use it only on the Client's behalf within the limits of the application licence and who are deemed to have agreed to such terms. All copyright and other intellectual property rights howsoever arising and in whatever media including (without limitation) code, patents, designs, software and programmes shall be and remain the property of Crunch.

7. Support Services

7.1 Crunch agrees to provide to the Client Support Services on the terms set out in the Order. Crunch shall place the website homepage created by Crunch for the Client on a computer server owned, controlled or operated by Crunch and allow storage of information received by the Client or from the general public on such server subject to the Client paying the appropriate Fee.

7.2 The Client agrees and understands there will be further and ongoing Fees for providing the Support Services and the Client agrees to pay the Fees, as set out in the advertised rate at the time of placing the Order, in order to maintain such Support Services.

7.3 The Client agrees to pay the Fee upon placing the Order. Any additional Fees with respect to the Support Services shall be invoiced on an annual basis and shall be paid within 14 days after the date of invoice.

7.4 The Support Services shall be effective from the date the Order is accepted for a period of 1 year and thereafter from year to year subject to earlier termination as set out in this clause unless and until either party gives to the other not less than 30 days notice in writing.

7.5 Either party shall be entitled to immediately terminate the Support Services by written notice to the other if:

7.5.1 That other party commits any material breach of these terms and in the case of a breach capable of remedy, fails to remedy the breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

8. General

8.1 If any portion of these terms is illegal or enforceable, such portion shall be excluded from the terms to the minimum extent required and the balance of the terms shall remain in full force and effect and enforceable.

8.2 These terms supersede all prior terms, conditions, agreements and arrangements between the parties, whether written or oral and constitute the entire agreement and understanding between the parties relating to a subject matter and can only be modified or waived by a subsequent written agreement signed by both parties.

8.3 The parties confirm their intent not to confer any rights or any third parties by or on any third parties by virtue of this agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and the agreement between the parties.

8.4 These terms shall be governed by and construed in accordance with laws of England and Wales and the parties accept the exclusive jurisdiction of the English Courts over any claim or matter arising under or in connection with these terms or the legal relationships established by them.

crunchwebsites.com © 2012 all rights reserved privacy policy terms and conditons contact login Crunchwebsites is an INZIMO company