I. THE COMPANY ANDWEBSOL S.L. CIF: B-92614734 (hereinafter the supplier) is a provider of internet services including those of web page design and hosting of pages by portal in the name of www.andalucia.com that can be freely accessed on the internet.
The address for notifications for AndWebSol S.L. the supplier is at the bottom of the page and that any notification under the terms of this contract must be made in writing to this address.
II. THE CLIENT is interested in using the services of Andwebsol S.L. The address for notifications under the present contract will be the address provided on the Contract for the provision of Internet Services.
III. The supplier will provide the following services to the client:
a) Design and construction of web pages for the client business.
b) Hosting of client web page on the client's own domain.
c) Entry of the clients web site in the form of a direct link or a banner on the website www.andalucia.com.
d) Internet Marketing consultancy services.
The said services will be provided under the following:
1. The parties agree that this contract will be valid for a maximum of one year commencing on the invoice date or for any fixed period as stated in the Contract for the Provision of Services. The supplier is not obliged to renew the contract after the one year period. If at the end of the contract period the client does not wish to renew the contract, he should advise the supplier one month in advance of the termination date in writting. If the supplier agrees to the renewal of the contract he has the right to revise the price of the service. Renewal of the contract should be agreed one month before the end of the present contract.
1.1. Notwithstanding the above the client can request the resolution of the present contract and request the removal of his web pages from the host site. The client does not have the right to reclaim from the supplier the return of any of the monies paid for the provision of the services contracted.
1.2 For his part, the supplier can resolve the present contract and suspend the services contracted by the client if, in his opinion, there is mis-use of the said services or if the client is in the supplier's opinion using the site in a way which is prejudicial or damaging to other users of the service. In any event the supplier will not be obliged to return monies received for the provision of services.
1.3 The supplier has the right to make changes or modifications to the terms of this present contract always provided that he has notified the client in writing with at least 5 days notice. The supplier reserves the right to modify or alter any new terms of business or contract between the supplier and the client in any future contractual period.
PRICE AND FORM OF PAYMENT.
2. Contracts including design work valued at more than 750E will be charged at 50% for commencement and 50% on completion of the design. All contracts with a lesser value of 750 E will be charged 100% up-front.
2.1 Hosting and advertising will be paid annually in advance by bank transfer, direct debit authority or by delivery of bankers cheque to the supplier's offices.
2.2 Renewal contracts will be issued two weeks before the renewal is due. The renewal payment must be received in advance of the contract period. If the client has provided credit card or Bank account details for direct debit, the renewal contract payment will be made on the renewal date.
2.3 Invoices for additional services such as web updates and marketing services are due for payment within 14 days of the date of the invoice.
2.4 The hourly design rate for additional work undertaken under the terms of the contract or in any subsequent written agreement is 65 € hourly for web development, 80 € hourly for Graphic Design, Programming and SEO, 95€ hourly for project management. (Subject to alteration without notice)
2.5 If payment is not made on the due date the supplier shall be entitled, without limiting any other rights it may have under this contract, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4% above the base rate from time to time of the Banco de España from the due date until the outstanding amount is paid in full.
2.6 If after one month the payment has still not been received the supplier will have the right to suspend the service until the payment, plus interest, plus reconnection charges is received in full and cleared funds. A charge of 25 E is made to cover reconnection costs. No credit will be given for the loss of service during the suspended period.
2.7 All charges quoted to the client for the provision of the service herein described are exclusive of IVA for which the client shall be additionally liable at the applicable rate from time to time except for cases where an IVA inclusive price is specifically mentioned.
2.8 If the supplier is charged additional bank charges by their banker due to costs arising from the inability to recover funds from the clients bankers, the supplier will have the right to recover those charges from the client. This would normally be done in practice by reducing the contract period proportionally.
3. The supplier guarantees to the client that the service provided to the client will be of satisfactory quality and that all reasonable care will be taken by the supplier in abiding by the terms of the contract. The supplier cannot guarantee against the intervening act of a third party which prevents the provision of the services supplied or where a third party causes a deterioration in quality of the services.
DESIGN OF WEB PAGES.
4. In the design of web pages the supplier will supply all the necessary documents or other materials and all necessary dates or other information (hereinafter the input material).
4.1 The supplier will design the web pages (hereinafter the output material)
4.2 The Client shall at their own expense supply the supplier with all necessary documents or other materials and all necessary dates or other information (the input material) relating to the specified service within sufficient time to enable the supplier to provide the specified service in accordance with the contract. The client shall ensure the accuracy of all input material.
4.3 The client will be responsible for the insurance of the input material. The client will remain the owner of the input material and shall at his own expense retain duplicate copies of all input material. The supplier shall have no liability for any loss or damage to the input material however caused.
4.4 The client guarantees that the material provided to the supplier for use in the provision of the specified service does not infringe the intellectual property rights of the owner or of any other third party rights and the client will be liable for any claim derived from the infringement of third party rights.
4.5 The supplier will respect the confidentiality of any material or information that the client provides to the supplier in respect of which the client requests confidentiality. Confidentiality will not be breached where any materials or documents are in the public domain or where the materials enter the public domain at any future time.
4.6 The supplier can accept material in the common PC digital formats on floppy disk, zip drive, CD-ROM, or by attachment to e-mail. Photographs on paper up to size A4, negatives and slides at 35 mm. The supplier can accept larger slide or negative formats on the condition that the client accepts an additional charge for their reproduction. Written text must be supplied in a digital format. The supplier can accept written text in a printed or scanned format providing the client accepts an additional charge for its conversion.
4.7 If the quality of the material supplied by the client is poor or inadequate then any additional work undertaken to raise the quality will be billed to the client at an hourly design rate as specified in the Contract. Written text should be spell checked or grammar checked by the client before it is provide to the supplier. Whilst the supplier will endeavour to correct obvious errors, the client remains responsible for the correctness of the supplied text. The supplier can provide a proof reading service if requested at an additional cost.
4.8 If the supplier cannot fulfil the contract for the lack of suitable input material the contract will be void and the supplier shall be entitled to payment based on his design costs at the hourly design rate as specified in this contract.
4.9 The intellectual property rights (copyright) in the output material shall, unless otherwise agreed in writing between the client and the supplier, belong to the supplier, subject to the subsisting rights in the input material which shall be retained by the client. The suppliers written estimate for a new website design is based on the assumption that the website will carry a discrete credit and link to 'Andalucia Web Solutions'
4.10 The suppliers written estimates are based on the assumption that the client will follow the "Design Process". The client may instruct the supplier to deviate from the "design Process" but understands that this will incur additional work to be undertaken and will be charged accordingly.
HOSTING OF WEB PAGES.
5. The supplier as an Internet World Wide Web service provider, provides a dedicated service computer that is integrated into the Internet. The service computer sends and receives information as related to the World Wide Web. The use of any data or material by the client via the service provided by the supplier is at the client's sole and absolute risk. The supplier specifically disclaims and denies any responsibility for the completeness and/or accuracy or quality of any and all information obtained through the services to be provided hereby.
5.1 The supplier will maintain as far as it reasonably can an appropriate level of performance of the specified service. The supplier does not guarantee or warranty either expressly or by implication the profitability or fitness for a particular purpose of the host site.
5.2 The supplier does not guarantee a continuous service, service at any particular time, or the integrity of data stored or transmitted via its system or via the Internet. The supplier shall not be liable to the client for any claims or damages which may be suffered by the client, including but not limited to those arising from loss of data, inability to access the Internet, or inability to transmit or receive information caused by, or resulting from delays, non-deliveries, or service interruptions provided they are not caused by the fault or negligence of the supplier.
5.3 The client shall defend, indemnify and protect the supplier, its agents, its clients, officers and employers from all and any demands, liabilities, losses, costs - including reasonable legal costs - that arise or result from any services provided or performed or any product sold by the client, its agents, employees or assigns.
5.4 The client agrees to defend, indemnify and protect the supplier against liabilities arising out of any injury to persons or property caused by any products sold or distributed in connection with the supplier server. This includes indemnifying the supplier from any claim relating to the infringement or alleged infringement of the proprietary rights, including intellectual property or copyrights of a third party.
5.5 The client therefore agrees that the supplier shall not be liable to the client for any claims of actual, compensatory and or consequential damages which may be suffered by the client, including, but not limited to loss or damage due to the loss of data resulting from delays, non-deliveries, or service interruptions.
5.6 Notwithstanding the above the client's exclusive remedies for damages, losses and causes of action against the supplier shall not exceed the amounts paid to the supplier by the client.
5.7 The client shall not use the supplier's services for any unlawful or illicit purpose.
5.8 In the event that the supplier believes the service is being used by the client in contravention of the terms and conditions contained in this contract the supplier has the right to immediately discontinue such service to the client without liability other than to refund any unearned prepaid service fees.
5.9 The following use is prohibited and will result in the immediate termination of the service provided:-
a) Unauthorised distribution or copying of copyrighted software, violation of Spanish legislation on fraud, exporting of obscene material, trafficking in drugs or all and any other illegal activities.
b) Improper conduct such as posting defamatory material, or material which is libellous, scandalous or private information about persons knowing it to be without their consent and which information is not in the public domain and knowing it can cause emotional distress; violation of trademarks, copyright or other intellectual property rights.
c) The client expressly understands and agrees that Adult oriented Websites featuring nudity and acts of a sexual nature are strictly prohibited.
PENALTIES FOR PROHIBITED USE.
6. In respect of the prohibited uses set out above the supplier reserves the right to immediately terminate and remove any such unauthorised websites without notice and to discontinue the service to the client without notice or liability for actual, compensatory or consequential damages to the client for the interruption or termination of the said service.
6.1 Any other misuses of the system resources are prohibited including the use of or employment of posts or programmes which consume excessive CPU time or storage space; permit use of mail services; mail forwarding capabilities; POP accounts or auto responders other than those used exclusively by the client and the resale of access to CGI scripts installed on the supplier's servers.
HOSTING OF WEB PAGES WITHIN THE DOMAIN OF ANDALUCIA.COM
7. Updates can only be carried out by the supplier. If the client wishes to provide a disk with their own design the supplier reserves the right to check the code before uploading to the server and makes a charge for this service.
7.1 The clients web address (URL) remains the property of the supplier, although the client is entitled to the exclusive use of this URL for the duration of the contract. This service will be terminated on the 30th June 2007.
7.2 The client is not permitted to subcontract the hosting service without the express written consent of the supplier.
HOSTING OF WEB PAGES UNDER THE CLIENT NAME.
8. In order to carry out modifications or for any other reason the client may request in writing a unique FTP username and password. It is understood that by supplying this the client then accepts full responsibility for the correct appearance and functioning of the website.
UPDATES OF WEB PAGES.
9. All updates must be forwarded to the supplier in writing.
9.1 Minor updates which require less than one hour of design time will be charged at the special rate of 30 E provided the client has contracted for a hosting and publicity links service from the supplier and payment is made in advance. Minor updates under this clause are defined as occasional changes in text details such as phone numbers, addresses, prices or the change but not the addition of a photograph.
9.2 All other changes than those carried out under the terms of clause 9.1 above will be charged at the hourly design time rate. The client may request an estimate of the charges for these updates in writing and work will not begin until the supplier has received written confirmation from the client.
9.3 Where the client requests modifications to their website, link(s), banner(s), etc., the supplier will commence work once payment is received. Emails with work requests must be passed to email@example.com while all faxes to ++(34) 952 880 138.
Minimal instructions must be provided with precise messaging, identifying every occurance on their website so that the design work can be estimated accurately and the actual design work can later be executed in a timely, concise and economical manner. If instructions are given in a general form, the supplier will endeavor to copyright, on an hourly rate basis, on behalf of the client.
The client's request will be passed onto the supplier's design team for an accurate estimate. Once the client has reviewed the estimate and has approved go-ahead instructions, the supplier will generate an invoice. The work will not commence until payment is received.
9.4 Where the client visits the offices of the supplier and works with the designer, the changes will be charged on an hourly rate basis as specified at 2.4 above.
9.5 Where the client requests the supplier to visit the offices of the client to collect input material and or explain and discuss the additions to and modifications of the website, the supplier will charge the hourly rate as specified at 2.4 above and in addition a distance travelled charge.
9.6 The supplier will endeavour to complete the changes within a period of 10 working days from the date the funds are received. An express service can be provided if requested and surcharged accordingly.
9.7 On completion, the changes will be uploaded to the client's website (unless the client has expressly requested to inspect a prior copy). The client will be advised in writing that the changes have been made. It is then the responsibility of the client to promptly check the website in entirety for correctness and functionality.
PUBLICITY AND LINKS ON WWW.ANDALUCIA.COM
10. Client advertisements are inserted on the information pages of the website www.andalucia.com by the supplier under contract.
10.1 6E per word per link per year. The text will be checked by the supplier to confirm that it conforms to the Andalucia.com Web Advertising Policy before entering into the contract.
10.2 The supplier will check this address to confirm that it conforms to the Andalucia.com Web Advertising Policy before entering into the contract.
10.3 Banner advertisements in industry standard sizes (nominally 468 x 60 pixels and less than 14 kb) and Buttons in industry standard sizes (nominally 120 x 60 pixels and less than 5 kb) are also accepted as an advertising contract and may be linked to clients website. The design of the banner itself is not part of the advertising contract.
10.4 If during the period of the contract it is noticed that an Adverticement is unsuitable the supplier will notify the client in writing. The supplier will either change the insertion on Andalucia.com or ask for the clients's web to be made suitable within the period of 14 working days. If this is not done the link or banner will be suspended and after a further 14 working days the contract will be terminated. Any refund of outstanding monies paid under the terms of the contract will only be made where it can be demonstrated that the unsuitability had existed on commencement of the contract.
10.5 Unsuitability is when the contents of the client's website offers or the contents of the link or banner insertion in Andalucia.com differ from the Andalucia.com Web Advertising Policy. This may be because the contents of the client's website have changed since the contract was first established or because the supplier did not notice the unsuitability.
10.6 Gross unsuitability is when the contents of a website or a link to the site contains adult material not suitable for minors or contains other prohibited material as defined at clause 7.9 above or where the supplier believes the unsuitable material is probably fraudulent or could be a "scam".
10.7 Advertising links to client web sites hosted on the andalucia.com domain are offered at the special price in exchange for a reverse link button to the andalucia.com home page from the bottom of the client's home page.
10.8 Any changes to the advertising link, descriptive text, .url or banner shall be considered a minor modification, as specified at section 9.
SEARCH ENGINE OPTIMISATION SERVICES.
11. The supplier can undertake a search engine optimisation service on behalf of the client.
11.1 As each client has specific marketing objectives and as the initial 'search engine friendliness' condition of the clients website is unique the composition of the SEO packages will vary and in effect reduces to the purchase of a number of hours consultancy service over a period of time.
11.2 Since the supplier can not guarantee what a third party (i.e. the Search Engine) will do this service does not guarantee inclusion in any particular search engines nor does it guarantee a particular placement position.
11.3 Management of on line advertising may form part of the SEO packages. The cost of advertising would normally be paid directly by the client to the advertising media or an on line account may be set up and funds provided by means of the clients credit card. If the supplier pays the advertising media directly then a 10% management fee will be added to the client invoice.
11.4 If the client wishes the supplier may contract a journalist of copywriter to prepare text material. The time for this will be counted towards the consultancy time. Similarly if the client wishes minor website usability changes and modifications may be carried out and accounted for.
11.5 The success of the SEO consulting service is dependent on the client providing text material or delegating this provision and the client facilitating its insertion in the website. If the client frustrates the suppliers ability to complete the contract in this respect linger than twice the estimated contract period then the contract will be terminated without refund of any monies paid in advance.
Terms and Conditions dated 01-02-07