Spiderscope Ltd, General Terms & Conditions
1. Applicability of Conditions
All contracts for Websites shall be subject to the following standard Terms and Conditions (and such other terms and conditions as Spiderscope Ltd (hereafter Spiderscope) may stipulate or agree in writing) which shall prevail over any inconsistent terms which may appear on the Client's inquiry, order or other documents received by Spiderscope from the Client or which may be implied by law or trade, custom, practice, or a course of dealing between the parties, all of which are hereby expressly excluded. All Orders are accepted and executed on the understanding that the Client is bound by these Conditions
2. General Obligations
2.1 Spiderscope shall carry out the Services or Work as specified.
2.2 The Client shall provide all necessary material for Spiderscope to carry out its obligations as specified.
3 Obligations Realting to the Website
As part of its service, Spiderscope will conduct any updates necessary to keep the Website in working order provided that:
a) The Client is not in default of any of its obligations under these Terms and Conditions; and
b) such updates are not necessitated as a result of wilful damage, negligence, mishandling, tampering, or any unauthorised amendments by or on the part of the Client, its employees, licensees or agents.
Spiderscope shall have the right, without prejudice to any other right or action, to terminate this Agreement forthwith;
a) If the Client fails to observe and perform any of the terms of this Agreement; or
b) If the Client is adjudged bankrupt or if the Client shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the Client shall be unable to pay its debts within the meaning Section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Client or if a petition is presented for a bankruptcy order or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Client or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction); or
c) in the circumstances set out in Clause 8.1
d) to terminate this Agreement forthwith if credit references relating to the Client are obtained which are unsatisfactory to Spiderscope.
5. Removal of the Website
Upon termination of the Agreement for whatever reason, Spiderscope shall, upon giving reasonable notice to the Client, be permitted to remove all or any of its Website from the Internet and the Client hereby grants permission to Spiderscope to carry out such removal.
Nothing in this Agreement affects the statutory rights of a consumer. Subject there to all representations, warranties, guarantees and conditions express or implied, statutory or otherwise, are expressly excluded and Spiderscope does not accept liability for loss, damage, or injury, howsoever arising, save as specified in this clause below:
(a) Personal injury or death which is a direct result of Spiderscope's negligence in the cause of carrying out the Services; and
(b) Physical damage to property which is the direct result of Spiderscope's negligence carrying out the Services up to a limit of £10,000 for any one occurrence or series of occurrences arising out of one event; and
(c) Replacement or (at Spiderscope's option) repair of any Equipment or components comprised therein which are defective or unsuitable for purpose due to faulty workmanship, design or materials, and Spiderscope shall in no circumstances have any liability for any loss of profit or other indirect, economic or consequential loss or damage.
7. Force Majeure
If Spiderscope is prevented or delayed in the performance of any of its obligations under this Agreement by force majeure, then Spiderscope shall be excused the performance or the punctual performance as the case may
be for so long as such cause of prevention or delay shall continue. However, if Spiderscope shall be excused the performance or punctual performance of any obligation for a continuous period of three months then the parties shall consult together with a view to agreeing what action should in the circumstances be taken.
8.1 If any payment to be paid by the Client to Spiderscope under this Agreement is unpaid for a period of 30 days after it has become due Spiderscope may at any time thereafter give to the Client 7 days written notice to terminate this Agreement and unless such overdue sum has been paid before the expiration of such notice period to Spiderscope, shall, without need for the giving of any further notice, have the absolute right at any time thereafter to cease to provide Services where upon this Agreement shall then terminate absolutely and Spiderscope's obligations hereunder shall cease but without prejudice to the liabilities of Client to Spiderscope.
8.2 Without prejudice to any other remedy which it may have, Spiderscope shall be entitled to charge interest on all overdue sums owed by the Client to Spiderscope, such interest to accrue from day to day from the date when payment shall become due until the date when payment shall be made whether before or after any judgement.
The Client may not assign this Agreement without the prior written consent of Spiderscope.
10. Ownership and Risk in Goods Sold
Any goods or equipment sold by Spiderscope to the Client shall remain the property of Spiderscope until full payment has been made, but risk in such goods or equipment shall pass to the Client at the time of delivery.
No variation, extension, exclusion or cancellation of this Agreement shall be binding (unless terminated in accordance with these terms) unless it is confirmed in writing under the hand of an authorised officer of Spiderscope.
12.1 Any notice to be given to the Client under this Agreement shall be in writing and shall be sent by hand, mail or email.
12.2 Any notice to be given to Spiderscope under this Agreement shall be in writing and shall be sent by hand, mail or email to Spiderscope, The Old Court House, South Street, Ashby-de-la-Zouch, LE65 1BR (or such other address as shall be notified in writing for the purpose of this Clause).
12.3 Hosting services are subject to a minimum contract term of 3 months and shall continue thereafter on a quarterly basis unless terminated before the end of the initial term or any subsequent quarter by one contract quarters notice.
12.4 Optimisation services are subject to a minimum contract term of 3 months and shall continue on a monthly basis thereafter unless terminated before the end of the initial term or any subsequent month by 1 clear month’s notice.
12.5 Email services are subject to a minimum contract term of 1 year and shall continue thereafter on a quarterly basis unless terminated before the end of the initial term or any subsequent quarter by one contract quarters notice.
If any term or provision in this Agreement is or shall become in whole or in part illegal, invalid or unenforceable, the legality, validity and enforceability of the remainder of the Agreement shall not be affected or impaired thereby.
14. Set Off
The Client shall not be entitled to withhold payment of monies due under this Agreement by reason of any claim or counterclaim it may have or alleges to have against Spiderscope or otherwise.
15. Entire Agreement
15.1 This Agreement constitutes the entire agreement between the Client and Spiderscope.
15.2 The Client shall not be entitled to rely or to seek to rely upon any statement, warranty or representation made by or on behalf of Spiderscope to the extent that such representation is inconsistent with these Conditions nor any advice or recommendation given by or on behalf of Spiderscope as to the application or use of the Website unless confirmed in writing by Spiderscope.