1.0 Introduction
1.1
General
JNZ Ltd (hereinafter referred to as “JNZ”) provides
Web Site Design, Hosting and other similar services, (hereinafter referred to
as the “Services”).
JNZ reserves the right to suspend or cancel a customer's access
to any or all Services provided by JNZ or their hosting partners when JNZ
decides that the account has been inappropriately used or that these Terms and
Conditions have been broken in whole or part.
These Terms and Conditions supersede all previous
representations, understandings or agreements, unless specifically agreed
otherwise by both Parties, in writing.
Placement of an order, or advance payment, or an instruction to
proceed by the Customer constitutes agreement to and acceptance of these Terms
and Conditions.
1.2
Indemnification
The Customer agrees that it shall defend, indemnify, save and
hold JNZ harmless from any and all demands, liabilities, losses, costs and
claims, including reasonable legal fees asserted against JNZ, its agents, its
customers, officers and employees, that may arise or result from any service
provided or performed or agreed to be performed or any product sold by the
Customer, its agents, employees or assigns. The Customer agrees to defend,
indemnify and hold harmless JNZ against liabilities arising out of
(1)
any injury to person or property caused by any products sold or otherwise
distributed in connection with JNZ;
(2)
any material supplied by a customer infringing or allegedly infringing on the
proprietary rights of a third party;
(3) copyright infringement
and
(4) any defective products
sold to customer from JNZ or its partners servers.
1.3
Governing
Law
This agreement shall be governed by English Law.
2.0 Web Site Design Services
All web design commissions provided by JNZ to the Customer are
subject to the following terms and conditions.
2.1 Scope of Work and Price Agreement
Charges for Services to be provided by JNZ will be defined in
the customer’s Project Proposal. Under normal trading circumstances, the
Project Proposal will be issued by JNZ following receipt of a request for
quotation from the Customer, which shall identify the scope of work intended.
JNZ will then provide its quotation, which will include the
Project Proposal for acceptance or comment by the Customer. Once the Project
Proposal has been accepted, in writing, by the Customer, this will then be
deemed to be the sole document which will specify the scope of work. In
addition, prices will be fixed at that time identifying the specific Project
Proposal and its revision in order to avoid misunderstanding.
2.2 Payment Clause
Unless alternative terms have previously been agreed, all
Services require an advance payment of 50% (fifty percent) of the project
quotation total before the work is supplied to the Customer for review. The
remaining 50% (fifty percent) will be due upon completion of the work.
Payment will be made by cheque: payable to “JNZ Ltd”,
and addressed to Mitchell Harper House, 37 High Street, Coleshill, Birmingham,
B46 1AY or by Standing Order, or by BACS bank transfer.
2.3 Customer Review
JNZ will provide the Customer with an opportunity to review the
appearance and content of the Web site during the design prototype stage.
2.4 Customer Acceptance
JNZ will deliver the Customer's Web site by the date specified
in the Project proposal, unless a delay is specifically requested by one Party
and accepted by the other, in writing.
At the “home page sign-off” stage the customer will be presented
with the home page concept. Such materials will be deemed as acceptable and
approved unless the Customer notifies JNZ to the contrary within 10 working
days of the date the materials were made available. Any alterations to the core
concept after the home page has been signed off may be subject to additional
cost.
At the “website sign-off” stage the customer will be presented
with the completed design. Such materials will be deemed as acceptable and
approved unless the Customer notifies JNZ to the contrary within 10 working
days of the date the materials were made available.
Invoices will be provided by JNZ upon completion of any work
undertaken. Invoices are normally sent via email; however, the Customer may
elect to receive hard copy invoices. Invoices are due upon receipt. Accounts
that remain unpaid thirty (30) days after the date of the invoice will be
subject to a backdated service charge for an amount equivalent to Bank Rate +
5% of the outstanding balance.
2.5 Default
Accounts unpaid 30 (thirty) days after the date of invoice will
be considered in default. If the Customer in default maintains any information
or files on JNZ's Web space, JNZ will, at its discretion, remove all such
material from its web space. JNZ is not responsible for any loss of data
incurred due to the removal of the service. Removal of such material does not
relieve the Customer of the obligation to pay any outstanding charges assessed
to the Customer's account.
Cheques returned for insufficient funds will be assessed a
return charge of £25 and the Customer's account will immediately be considered
to be in default until full payment is received. Customers with accounts in
default agree to pay JNZ reasonable expenses, including legal fees and costs
for collection by third-party agencies, incurred by JNZ in enforcing these
Terms and Conditions.
2.6 Termination
Termination of services by the Customer must be requested in
writing and signed. Termination will be effective on receipt of such notice.
The Customer will be invoiced for design work completed to the date of first
notice of cancellation for payment in full within 30 (thirty) days.
The web site design and any associated system coding developed
by JNZ remain the intellectual property of JNZ. Any web site content, i.e. text
and images provided by, or entered into the system by the customer and/or their
clients, remains the property of the customer. If a customer wishes to
terminate their account with JNZ and transfer their web site information
elsewhere, JNZ will advise and assist with any data extraction and transfer
work subject to JNZ’s standard hourly rates.
2.7 Copyright
The Customer retains the copyright intellectual property rights
to data, files and graphic logos provided by the Customer, and grants JNZ the
rights to publish and use such material. The Customer must obtain permission
and rights to use any information or files that are copyrighted by a third
party.
The Customer is further responsible for granting JNZ permission
and rights for use of the same and agrees to indemnify and hold harmless JNZ
from any and all claims resulting from the Customer's negligence or inability
to obtain proper copyright permissions. An order placement and/or instruction
for Web site design shall be regarded as formal and binding confirmation by the
Customer to JNZ that all such permissions and authorities have been obtained.
2.8 Changes to Site
As part of our annual hosting and support services JNZ offer to
make minor changes to content free of charge as long as the work involved does
not exceed 15 minutes in duration or take place more than once a month. Any
changes to static or dynamic content incurring work over and above this will be
subject to a separate quotation.
2.9 Standard Media Delivery
Unless otherwise specified in the project quotation, this
Agreement assumes that any text will be provided by the Customer in electronic
format (ASCII text files delivered on disk or via e-mail) and that all
photographs and other graphics will be provided physically and will be of
sufficient or appropriate quality print suitable for scanning or,
alternatively, electronically in .gif, .jpeg, .png or .tiff format.
Although every reasonable attempt shall be made by JNZ to return
to the Customer any images or printed material provided for use in creation of
the Customer's Web site, such return cannot be guaranteed and it is the
responsibility of the Customer to retain the original or a back-up copy or to
employ suitable Disaster Recovery procedures.
2.10 Access Requirements
If the Customer's Web site is to be installed on a third-party
server, JNZ must be granted temporary read/write access to the Customer's storage
directories, and those directories must be accessible via FTP. Depending on the
specific nature of the project, other resources might also need to be
configured on the server.
Where possible and relevant, based upon the information provided
by the Customer, such other resources will be identified in the Project
Proposal. However, in those circumstances whereby such resources cannot be
reasonably identified at the Project Proposal stage, then JNZ reserves the
right to issue an amendment to the Project Proposal as soon as it becomes clear
that additional resources might be required, which might include a
re-evaluation of the costs quoted.
2.11 Post-Placement Alterations
JNZ cannot accept responsibility for any alterations caused by
any other party to the Customer's web site once installed. Such alterations
include, but are not limited to additions, modifications or deletions.
3.0 Web Hosting (and Email) Services
All web site support and hosting services provided by JNZ to the
Customer are subject to the following terms and conditions and supplement our
standard terms and conditions above.
3.1 Server Usage
Web site hosting service accounts are defined as those
facilities provided to support and host the Customer’s web site. Accounts are
to be used by the customer/account holder only. Account holders are not
permitted to resell, store or give away web-hosting services of their web site
to other parties. Exceptions to this include links, ad banners, classified ads,
and personal ads.
JNZ reserves the right to refuse hosting services to anyone
should it decide that the account has been used inappropriately or otherwise. JNZ
will not allow any of the following content to be stored on its servers or its
hosting partner’s servers:
• Illegal
Material - This includes copyrighted works, commercial audio, video, or music
files, and any material in violation of any International, National, or Local
Government regulation.
• Adult
Material - Includes all pornography, erotic images, or otherwise lewd or
obscene content. The designation of "adult material" is left entirely
to the discretion of JNZ.
• Warez
- Includes pirated software, ROMS, emulators, hacking, password cracking, IP
spoofing, etc., and encrypting of any of the above. Also includes any sites
which provide "links to" or "how to" information about such
material.
3.2 Spam Guidelines
Unsolicited email (Spam) is considered an unacceptable use of a
domain. Whether the unsolicited email originates directly from the client’s web-space
area or otherwise, abuse reports received concerning a domain may result in
suspension or closure of the service without refund.
3.3 Payment Policies
All accounts are set up on a prepay basis. Although JNZ reserves
the right to change prices of accounts or services at any time, pricing is
guaranteed for the period of prepayment. Payment is due every 12 months
following the date the account was established.
All renewal payments must be received at least 5 working days in
advance of the renewal date to ensure that no disruption to the service is
incurred. JNZ reserves the right to suspend this and other services until any
outstanding debt is cleared. JNZ will not be responsible for any data lost due
to non-payment closure of an account. The Customer is responsible for all money
owed on the account from the time it was established to the time that the
Customer sends a written cancellation request.
3.4 Cancellation and Refunds
Fees charged on a prepay basis are non-refundable.
3.5 Disclaimer
JNZ will not be responsible for any damages your business may
suffer. JNZ makes no warranties of any kind expressed or implied for services
we provide. JNZ disclaims any warranty or merchantability or fitness for a
particular purpose. This includes loss of data resulting from delays,
non-deliveries, wrong delivery, and any and all service interruptions caused by
JNZ and its employees. JNZ reserves the right to revise its policies at any
time.
3.6 Technical Support
Should technical support be required by a client, an email
should be sent to JNZ and the matter raised will be logged on our helpdesk and resolevd
by a member of our support team.
3.7 Unlimited Use Policy
High bandwidth usage: JNZ offers a high use policy by
maintaining very large ratios of bandwidth per Customer. In rare cases, JNZ may
find a Customer to be using server resources to such an extent that he or she
may jeopardise server performance and resources for other Customers. In such
instances, JNZ reserves the right to impose the High Resource User Policy
clause as stated below in order for JNZ to provide equitable consideration of
all its customers.
3.8 High Resource Policy
Resources are defined as bandwidth and/or processor utilisation.
JNZ may implement the following policy to its sole discretion: If a web site is
found to be monopolising all the resources available to the detriment of other
clients of JNZ, then JNZ reserves the right to immediately suspend that site.
This policy will only be implemented in extreme circumstances. Customers may be
offered an option whereby JNZ continues hosting the website for an additional
fee.
3.9 Data Backup
JNZ will only backup all files necessary to recreate the
original web site.