In this legal agreement the terms have the following meanings:
- 'The Client' – Any person, company, partnership, organisation or body requesting the services of Xite Creative Solutions.
- 'The Company' – Xite Creative Solution. An internet web design provider offering the Client email marketing, logos, Content Management Systems, Facebook and Twitter designs, search engine optimization, graphical designs, HTML, CSS, Flash and other related computer programming languages and includes the partners, employees or appointed agents of Xite Creative Solutions.
- 'Quotation' – An agreed piece of work (incorporating these conditions) provided by Xite Creative Solutions to the Client in respect of the Services. No contract will come into existence until Xite Creative Solutions's written acceptance or order form has been completed and signed on behalf of the Client and the order acknowledgement has been signed on behalf of Xite Creative Solutions.
- 'Services' – the subject matter of each Contract between the Client and Xite Creative Solutions, being the work and/or services or any of them to be performed by Xite Creative Solutions for the Client pursuant to the Agreement.
- 'The Agreement' – The Contract between the Company and the Client to which these conditions will apply.
- 'Monthly Costs' – The monthly costs for the Services specified in the Contract.
- 'The Contract' – The order form provided by the Company and completed by the Client and returned to the Company, by way of e-mail or post, in order to enter into the Agreement. Receipt of the Order Form must be acknowledged in writing by the Company to accept the Contract and enter into the Agreement.
- 'Service End Date' – The date specified in the Contract when the Service will end..
- 'Completion of Site' – Written notification from the client that the site is satisfactory.
The Company shall provide the Services specified in the Contract to the Client. The Company shall allocate the Monthly Costs and Fees to Client and in such proportions as the Company shall think fit, having regard to the size of the Monthly Costs and Fees and the interests of the Client.
Quotations are valid for 2 weeks from date of issue and are based on the Developers advertised charges. The Developer reserves the right to increase rates in the future. The quotation is subject to amendment if the Client later requests alterations, or requires extra work. The Developer reserves the right to withdraw from the Agreement at any time prior to acceptance of the Contract
For any service, a 50% non-refundable deposit is required before commencement of work. 50% payment is required after completion of the work. If there has been no progress of information forthcoming from the Client on the service for 20 days, the Client will be invoiced for the work in full. Invoices for new Clients or those overseas Xite Creative Solutions reserves the right to invoice with a payable on receipt of Invoice. Xite Creative Solutions reserves the right to withhold delivery & any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any & all outstanding Additional Costs, Taxes, Expenses, & Fees, Charges or the costs of Changes.
The Company shall invoice the Client for the Monthly Costs and Fees in advance on the last day of each month for the following month. The Client shall provide the Company with cleared funds for the amount of that invoice within 30 days of invoice date, but in any event, before the last day of the month in which the Services are to be provided.
Support and Maintenance
The Services provided by the Company to the Client may be subject to a separate Support and Maintenance Agreement, where applicable.
The Service will terminate on the Service End Date or if no Service End Date is specified in the Agreement, on 3 months' written notice from either of the Client or Company.
The Service will terminate if the Service fails the acceptance criteria as specified in the Agreement, other than for minor faults, the Company will, at its sole discretion, rectify any faults to the satisfaction of the Client within 30 days of the date of such failure, unless otherwise agreed between the Client and Company.
Copyright and Intellectual Property
All copyright and trademarks produced by the Company for the sole use of the Client under the Agreement which is the property of the Company shall remain the property of the Company until all monies due to the Company under the Agreement have been paid up to the Service End Date. Upon the Company receiving all outstanding monies, the Company shall assign all such copyright and trademarks to the Customer.
Where any copyright, trademark or other intellectual property provided by the Client for use by the Company in connection with the Services is held by the Client under licence ("the Master Licence"), the Client shall licence such copyright, trademark or intellectual property to the Company at no cost, on the same terms as the Master Licence and the Client warrants that it is entitled to do so.
The Company and the Client agree to treat any company information received from the other which is confidential or proprietary in nature or which is specified by the either side providing the information as being confidential with the same degree of care and diligence with which they treat their own information that is of a confidential and proprietary nature and shall not disclose the same to any person, firm or company without the disclosing both the Company's and Client's consent unless required by law.
Alteration of Service or Amendment to the Terms and Conditions
We reserve the right to make changes to our website, policies, and these Conditions of Use & Sale at any time. You will be subject to the policies and Conditions of Conditions of Use & Sale in force at the time that you use the website or that you order goods from us, unless any change to those policies or these conditions is required to be made by law or government authority (in which case it will apply to orders previously placed by you). If any of these conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining condition.
Events Beyond Our Reasonable Control
We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. This condition does not affect your statutory rights.
Governing Law and Jurisdiction
These conditions are governed by and construed in accordance with the laws of England and Wales. You agree, as we do, to submit to the non-exclusive jurisdiction of the English courts.