11outof10 Limited Standard Terms and Conditions

Issue: TC010708/1

NB: Previous versions of these terms and conditions are available on written request.

1.0 Introduction

1.1 General

11outof10 Limited (hereinafter referred to as “11/10”) provides Web Site Design, Hosting and other similar services, (hereinafter referred to as the “Services”).

11/10 reserves the right to suspend or cancel a customer's access to any or all Services provided by 11/10 or their hosting partners when 11/10 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 (additional copies of which are available via our web site www.11outof10.com)

1.2 Indemnification

The Customer agrees that it shall defend, indemnify, save and hold 11/10 harmless from any and all demands, liabilities, losses, costs and claims, including reasonable legal fees asserted against 11/10, 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 11/10 against liabilities arising out of

(1) any injury to person or property caused by any products sold or otherwise distributed in connection with 11/10 limited;

(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 11/10’s 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 11/10 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 11/10 will be defined in the customer’s Project Proposal. Under normal trading circumstances, the Project Proposal will be issued by 11/10 following receipt of a request for quotation from the Customer, which shall identify the scope of work intended.

11/10 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

All Services require an advance non-refundable payment of 30% (thirty percent) of the project quotation total before the work is supplied to the Customer for review. The remaining 70% (seventy percent) will be due upon completion of the work.

Payment will be made by cheque: payable to “11outof10 Limited”, and addressed to 11outof10 Ltd., Innovation Forum, Frederick Road, Salford, M6 6FP, England

2.3 Customer Review

11/10 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

11/10 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 “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 11/10 to the contrary within 10 working days of the date the materials were made available.

2.5 Default

Invoices will be provided by 11/10 upon completion of any work undertaken and are due upon receipt. Invoices will be sent via email unless requested otherwise by the Customer.

Payment terms are strictly within 14 days of date of invoice. Failure to pay all amounts by the due date may be subject to a) a withdrawal of services and support, including services and support in respect of which the customer has already made payment in full; and b) a backdated interest on amounts outstanding at the rate of 8% above the Bank of England reference rate. Compound interest will be applied to overdue amounts on a weekly basis.

Customers with accounts in default also agree to pay 11/10 reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by 11/10 in enforcing these Terms and Conditions.

If the Customer in default maintains any website, information or files on 11/10's Web space, 11/10 reserves the right to remove all such material from its web space. 11/10 is not responsible for any losses whatsoever to the customer’s business 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.

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 any design work or services provided completed to the date of first notice of cancellation for payment in full within 14 (fourteen) days.

The web site design and any associated system coding developed by 11/10 remain the intellectual property of 11/10. 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 11/10 and transfer their web site information elsewhere, 11/10 will advise and assist with any data extraction and transfer work subject to 11/10’s standard hourly rates.

Where 11/10 has registered domain names on behalf of the customer, these are officially the property of 11/10. The ownership of these domain names can be transferred to either the customer or another web-hosting partner subject to an administration charge of £35 per domain name.

2.7 Copyright

The Customer retains the copyright intellectual property rights to data, files and graphic logos provided by the Customer, and grants 11outof10 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 11/10 permission and rights for use of the same and agrees to indemnify and hold harmless 11/10 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 11/10 that all such permissions and authorities have been obtained.

2.8 Changes to Site

As part of our annual hosting and support services 11/10 offer to make minor changes to content free of charge as long as the work involved does not exceed 1 hour 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 11/10 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, 11/10 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 11/10 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

11/10 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 11/10 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.

11/10 reserves the right to refuse hosting services to anyone should it decide that the account has been used inappropriately or otherwise. 11/10 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 11/10.
  
• 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 11/10 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. 11/10 reserves the right to suspend this and other services until any outstanding debt is cleared. 11/10 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

11/10 will not be responsible for any damages your business may suffer. 11/10 makes no warranties of any kind expressed or implied for services we provide. 11/10 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 11/10 and its employees. 11/10 reserves the right to revise its policies at any time.

11/10 will not be responsible for the accuracy, legitimacy or relevancy of any legal terms and conditions, nor any policy or contractual notices posted on client’s web sites. It is the client’s responsibility to ensure that these are accurate, appropriate and satisfy the mandatory legal obligations of their countries law and relevant business regulations.

In no circumstances whatsoever will 11/10 be liable for economic, indirect or consequential loss arising from delays or service interruptions.

11/10 will not be responsible for loss occasioned by computer viruses, whether introduced by the Company's software or otherwise.

To protect your privacy 11/10 will not distribute your name or e-mail address to any third party.

11/10 reserve the right to remove material deemed inappropriate from your web pages, without prior notice.

11/10 shall not be held liable for any loss or damage caused by the use, misuse, unavailability or removal of services.

Whilst11/10 shall expeditiously seek domain registration and domain renewal - 11/10 shall not be liable in the event of the domain having been registered by some other person by the time 11/10 seeks registration or reregistration without any other liability on the part of 11/10 for loss by the client.

3.6 Technical Support

Unless otherwise stated, the website hosting, email and ecommerce services shall be provided by a third party in partnership with 11/10. 11/10 has no influence in relation to the hardware, software and technical support offered by the third party and is not responsible for any technical deficiencies or breaks in service when they occur. Should technical support be required by a client, an email should be sent to 11/10 and the matter raised will be discussed with the relevant third party partner.

Where 11/10 consider that the services offered by our hosting service do not meet the requirements of the client or that an increased level of technical support is necessary, 11/10 will endeavour to find a suitable alternative service to host the client's web site and provide email services.

3.7 Unlimited Use Policy

High bandwidth usage: 11/10 offers a high use policy by maintaining very large ratios of bandwidth per Customer. In rare cases, 11/10 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, 11/10 reserves the right to impose the High Resource User Policy clause as stated below in order for 11/10 to provide equitable consideration of all its customers.

3.8 High Resource Policy

Resources are defined as bandwidth and/or processor utilisation. 11/10 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 11/10, then 11/10 reserves the right to immediately suspend that site. This policy will only be implemented in extreme circumstances. Customers may be offered an option whereby 11/10 continues hosting the website for an additional fee.

3.9 Data Backup

11/10 will only backup all files necessary to recreate the original web site.