In these Terms and Conditions, unless the context otherwise requires, the following terms shall have the following meaning: -
means an application for the provision of the Services submitted by the Client to Omega Cubed;
means the person, firm or company with whom the Contract is made by Omega Cubed, whether directly or indirectly, through an agent or factor who is acting for or instructed by the Client or whose actions are ratified by such person, firm or company;
"Client's Web Site"
(or Web Site) means the web site belonging to the Client which is hosted by Omega Cubed;
means the contract between Omega Cubed and the Client under which the Services are to be supplied by Omega Cubed to the Client;
means a connection to the Internet using a dial up telephone number supplied by an Internet Service Provider;
“Internet Service Provider”
means a business that offers connection to the Internet through dial-up or dedicated telephone lines;
means all materials, data, images, and information necessary for the Client's use of the Service;
means Omega Cubed Ltd and, where the context permits, its assigns and any sub-contractor of the said Company. Company Number 3723987, Registered in England and Wales;
"Omega Cubed Price List"
or "Price List" means the list of fees payable by the client in respect of the Services which is available from the OmegaCubed.net web site or can be requested by writing to Omega Cubed Ltd, PO Box 9351, Birmingham, England, B17 0TX;
means the services to be provided by Omega Cubed to the Client under the terms of the Contract and “Service” shall be construed accordingly;
"Specific Terms and Conditions for Web Design Services"
means these terms and conditions including any Schedules hereto;
1.2 Any agreement between Omega Cubed and the Client for the provision of Web Design Services (an "Agreement") shall be entered into on the basis of these “Specific Terms and Conditions for Web Design Services” in conjunction with Omega Cubed’s main “Terms and Conditions”.
1.3 Clause headings are for ease of reference and do not form part of nor shall they affect the interpretation of these Specific Terms and Conditions for Web Hosting Services.
1.4 Where the context so admits or requires words denoting the singular include the plural and vice versa. Words denoting any gender include all genders.
1.5 References to each party include its permitted assigns and successors by operation of law.
2 Web Design Services
2.1 Omega Cubed Web Design Services are offered through Omega Cubed.
2.2 In return for the payment of an agreed fee, Omega Cubed will design the Web Site according to good professional standards using the Materials provided by the Client and specified software tools.
2.3 Omega Cubed may, however, use different or additional tools, at its discretion, to carry out the Design Service.
2.4 Unless otherwise stated, Omega Cubed designed web sites are hosted on Omega Cubed servers under the terms of an “Omega Cubed Web Hosting Account”
2.5 Omega Cubed will provide one free update to the Web Site per year. The Client shall make any other updates or amendments by accessing the Web Site via a Dial-Up Connection.
3 Materials for the Web Site
3.1 The Client is responsible for supplying to Omega Cubed the Materials, which the Client would like to be included in the Web Site.
3.2 Omega Cubed may reproduce and digitally adapt the Materials in the course of designing the Web Site and the Client confirms that Omega Cubed is permitted to do so.
3.3 Omega Cubed reserves the right to reject any part of the Materials submitted if they are deemed unsuitable for inclusion within the hosted web site or if they violate any aspect of the Omega Cubed “Acceptable Use Policy”.
3.4 The Client acknowledges that the volume or type of Material submitted must be commercially realistic for Omega Cubed to build the Web Site within the defined scope of the work. The Client accepts that Omega Cubed may, at its discretion, decline to perform the service if the expectation of the Client exceeds the scope of work as defined on the Design Service. Omega Cubed may, at its discretion, agree to continue subject to negotiating specific terms for performing the Design Services (including as to charges) to reflect the circumstances.
3.5 The Client accepts that Omega Cubed will not be responsible for holding design material for more than one month from the date of completion and uploading of the Web Site to the Client's web space.
3.6 If the material is not submitted to Omega Cubed within six months of the Service Order date, the services as outlined above will be withdrawn with no refund being granted to the Client.
3.7 Unless otherwise stated, the construction of the Web Site will be to a resolution of 800 pixels by 600 pixels and that the resulting Web Site is best viewed in the version of Microsoft Internet Explorer current at the time. Omega Cubed does not accept responsibility for any web site that does not display correctly outside of these parameters.
4 Links to Other Web Sites
At the Client's request, Omega Cubed will include links to other web sites and the Client acknowledges that Omega Cubed will not make any independent enquiry into those links. The Client confirms that the creation of those links is authorised by the owner or operator of the site to which the Client wishes to link.
5 Web Support Service and Graphic Design Service
Upon payment of the appropriate fees, Omega Cubed will update or amend a Client’s Web Site in accordance with the “Web Support Service” or “Graphic Design Service”
6 Data Backup
Whilst Omega Cubed shall use its reasonable endeavours to ensure that backup copies of the Web Site and all Client data contained in the Web Site are made at reasonable intervals, the Client shall be solely responsible for the backup of such data and Omega Cubed shall not be liable for any damages, loss, costs or other expenses arising out of or in connection with any loss of data by the Client which are due to the failure of the Client or Omega Cubed to backup such data.
7 Intellectual Property Rights
7.1 The Client agrees and acknowledges that the copyright and any other intellectual property rights in the Web Site shall be owned by Omega Cubed except that the intellectual property rights in any material proprietary to the Client or any third party (the "Material") which has been incorporated into the Web Site by the Client shall be owned by the Client or the relevant third party respectively.
7.2 Subject to the exceptions set out in Clause 7.1 the Client hereby assigns to Omega Cubed for the sum of £1 (receipt of which is hereby acknowledged) the whole of the Client's present and future right, title and interest in the Intellectual Property Rights to the Web Site.
7.3 Each party agrees to execute any additional documents reasonably necessary to effect and evidence the other party's rights under Clause 7.1 (at such other party's request) and not to do or omit to do any act, which would or might prejudice the other party's rights.
7.4 The Client warrants that it has obtained for itself and for Omega Cubed all necessary consents, approvals and licences for use of the Material in the Web Site.
7.5 In the event that the use of the Material infringes the intellectual property rights of any third party, the Client will immediately replace the infringing part at its own expense with non-infringing material.
7.6 The Client agrees to indemnify and keep Omega Cubed indemnified and defend it at its own expense from and against: -
7.6.1 any and all claims that the Content or any act or omission by the Client, its employees, agents and representatives infringes any copyright, trademark or other intellectual property rights of any third party;
7.6.2 any infringement by the Client, its employees, agents and representatives of Omega Cubed's intellectual property rights howsoever arising and shall compensate Omega Cubed for any loss, damages and other expenses arising out of or in connection with such infringement.
7.7 All information, drawings, specification, documents, contracts, design material, all other data and copies of same prepared by Omega Cubed in relation to the provision of the Services and the copyright therein shall remain the property of Omega Cubed and shall be returned by the Client on demand. All such information shall be treated as confidential and shall not be copied or reproduced or disclosed to any third party without the prior written consent of Omega Cubed.
7.8 The Client shall ensure that its employees and all those under the Client’s control and supervision shall comply with the obligations of confidentiality contained in clause 7.7.
8 Confidential Information and Security
8.1 All information, drawings, specification, documents, contracts, design material and all other data, which either party may have disclosed and may from time to time disclose to the other party relating to its business, clients, prices, services, requirements, the Web Site, the Services and these Specific Terms and Conditions for Web Design Services, including any technical specifications (the "Confidential Information"), are proprietary and confidential to the disclosing party.
8.2 Each party hereby agrees and undertakes to the other that it will use such Confidential Information and all other data solely for the purposes of these Specific Terms and Conditions for Web Design Services and it will not, at any time during or at any time after the completion, expiry or termination of any Agreement use or disclose the same whether directly or indirectly, to any third party without the other party's prior written consent.
8.3 Each party further agrees and undertakes that it will not itself or through any subsidiary or agent use, sell, licence, sub-licence, create, develop or otherwise deal in any Confidential Information supplied to it by the other party or obtained while performing any Agreement.
8.4 Each party will ensure that each of its employees, agents or sub-contractors will comply with the provisions contained within this Clause.
8.5 The provisions of this Clause do not apply to any confidential information or data which
8.5.1 is or becomes freely available in the public domain through no default of the receiving party; or
8.5.2 is required to be disclosed by any court of competent jurisdiction or statutory or regulatory authority; or
8.5.3 is received from a third party which owes no duty of confidentiality in respect of such information.