Web Design Service Agreement

FBC Business provides all web related services and is a brand of Simifran (UK) Ltd, by placing an order to design, update, adjust or maintain your website with FBC Business, you confirm that you are in an agreement with FBC Business and agree to be bound by all the terms and conditions relevant to your ordered sevice, including quote/proposal terms listed here on our website, www.simifran.uk

Authorization.

The client named in the accepted quote is engaging FBC Business as an independent contractor for the specific web design project of developing and/or improving a web site, hereinafter referred to as “web design project” which may be installed on the client’s account on an Internet Service Provider (ISP) / Web Presence Provider (WPP) server, hereinafter refer to as “Hosting Service” If FBC Business is required to perform services on the client hosting service, the client hereby authorizes FBC Business to access this account and authorizes the Hosting Service to provide FBC Business with “full access” to the client’s account and any other programs needed for this web design project that are included as part of the client’s service agreement/level.

All Web page content.

The client will supply all the content for the Web pages. The final payment shall reflect and include all elements actually completed at the prices agreed in the quote/proposal. Any additions to the quote/proposal applied for after acceptance by the client will be carried out at the discretion of FBC Business, and FBC Business accepts no responsibility to ensure such additions are error free and reserve the right to charge for any correction to these or further additions.

Copyright and Trademarks.

The client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork delivered to FBC Business for inclusion in the web design project are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend FBC Business and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

Maintenance and Hourly Rate.

Where a quote does not include Web page maintenance to regular Web pages, including updating links and making minor changes to a sentence or paragraph, the client must subscribe to FBC Business maintenance services to receive assistance. If the client or an agent other than FBC Business attempts updating the client’s pages, a cost will be incurred for time required for FBC Business to repair the Web pages, this will be assessed at our standard hourly rate, and does not form part of a maintenance service. Changes requested by the client beyond the limits of the maintenance service will be billed at the rate indicated in the tariff or quote.

Changes to Submitted Text.

Time required to make substantive changes to the client submitted text after the Web pages have been constructed and the web project is published and delivered will be quoted for additionally.

Payment of Fees.

Fees and charges by FBC Business for web design services are due and payable on the following schedule: 50% upon acceptance of the quote within 7 days after acceptance, and 50% due upon “delivery” (hand-off or uploading of site to Web Host server). Any other payment schedule indicated in the quote will be applied as the final payment schedule. If the quoted total amount is less than £200, the full amount quoted shall become due, and is paid within 7 days after the acceptance of the quote. In the event that the client has not secured Web space on a Website Host Service Provider, by the time the Web pages are completed, the Web pages may be delivered to the client on a disk. All payments will be made against invoice. If the client does not make payment and supply FBC Business with complete text and graphics content required for all Web pages quoted for within 10 days of the accepted quote, then FBC Business reserve the right to withdraw the Quote/Proposal after that time.

Assignment of Project.

FBC Business reserves the right to assign subcontractors to this project to ensure an on-time completion.

Laws Affecting Electronic Commerce.

From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend FBC Business and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.

Delinquent Payment.

Payments must be made promptly. Delinquent invoices will incurr a late payment charge of £10 if payment is not received within 10 days past the due date. If an amount remains due 45 days after its due date, an additional 1.5% penalty will be added for each month of non payment. Simifran/FBC Business reserves the right to remove Web pages from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process.

Initial Payment and Refund Policy.

All web design services begins with an initial payment of 50% of quoted project cost, and is due within 7 days of acceptance. If the client halts work and applies for a refund within 30 days, to FBC Business, work already completed shall be billed at the hourly rate, and deducted from the initial payment, the balance of which shall be returned to the client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the client shall be liable to pay for all work completed at the hourly rate. No portion of this initial payment will be refunded.

Project Delivery.

Delivery may be accomplished by publishing, electronic transfer, or physical media. The web site design project delivery shall be completed upon receipt of the payment associated with delivery. FBC Business will email client a completion email to confirm completion. The client understands that FBC Business may not be providing any hosting services in connection with this web design project. Hosting services may require a separate contract. The client will be solely responsible for all hosting service charges. The client assumes all responsibility for the use and functionality of the web design project.

Publishing:

If the Project Delivery includes publishing, FBC Business will make a good faith effort to accommodate client’s requested method of publishing. In the event FBC Business is not able to accommodate the request method of publishing the following statements apply. FBC Business may use FTP or SFTP to publish the site. If publishing to a hosting service is not feasible the information may be delivered on USB drive or CD/DVDROM.

Legal Notice.

FBC Business does not warrant that the functions contained in the web design project will be uninterrupted or error-free. The entire risk as to the quality and performance of the web design project is with the client. In no event will FBC Business be liable to the client or any third party for any damages, including, but not limited to service interruptions caused by Acts of God or any other circumstances beyond our control, any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web design project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or site visitor’s computer or Internet software, even if FBC Business has been advised of such information.

Final Agreement.

This Terms and Conditions (including the Quote/Proposal Terms on our website www.simifran.uk), forms your agreement with FBC Business along with any other agreements associated with your request for FBC Business to supply any of its services.

QUOTE / PROPOSAL and JOB SHEETS TERMS

This quote / proposal and job sheet terms applies to all services provided by Simifran (UK) Ltd including all its brands and divisions listed on its website, plus (any other document/terms listedhere under the heading “Terms & conditions”) which are relevant conditions on which we supply our services. Simifran (UK) Ltd is referred hereinafter as ‘Simifran’ Designer’, ‘our’, ‘we’ and ‘us’; and is the provider of all the service/goods mentioned, and the terms herein shall apply to all Quotes/Proposals and job sheets that are valid until their stated expiry date to Client. In the event that, the Quote/Proposal or job sheet is not executed by Client within the time identified, the Quote/Proposal and job sheet, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution. The Quote/Proposal and job sheet terms are an internal part of all Simifran (UK) Ltd Service agreement.

A Quote/Proposal and job sheet is not an offer and may be withdrawn or modified; save as otherwise agreed in writing by Simifran (UK) Ltd, no contract or commitment shall exist until Simifran (UK) Ltd sends its confirmation to the Client or until Simifran (UK) Ltd commences work on or appropriates Goods/Services to the agreement.

Simifran (UK) Ltd may alter the specification of any Service/Goods, if this does not materially affect Simifran (UK) Ltd performance or utility.
If any variation in the Service/Goods agreed or is required for compliance with any applicable law, regulation or safety recommendation, the Client shall pay such additional amount as is fair and reasonable and Simifran (UK) Ltd shall have reasonable additional time to perform the agreement.
Simifran (UK) Ltd may cancel any Quote/Proposal and job sheet at any time prior to the production of any Bespoke Work. Simifran (UK) Ltd may do so without giving any reason. In such a situation, Simifran (UK) Ltd will refund to the Purchaser any deposit amount paid in full.

1. FEES AND CHARGES
1.1 Fees. In consideration of the Services to be performed by Simifran, Client shall pay to Simifran fees in the amounts and according to the payment schedule set forth in the Quote/Proposal and job sheet, and all other applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
1.2 Expenses. Client shall pay Designer’s expenses incurred in connection with their web design service request as follows: (a) incidental and out-of- pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus Designer’s standard markup of 30%, and, if applicable, a mileage reimbursement at £Cost Per Mile per mile; and (b) travel expenses including transportation, meals, and lodging, incurred by Designer with Client’s prior approval.
1.3 Additional Costs. The web design service pricing includes Designer’s fee only. Any and all outside costs including, but not limited to, web hosting transfer, domain name purchase or transfer, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or web hosting fees, will be billed to Client unless specifically otherwise provided for in the Quote/Proposal.
1.4 Invoices. All invoices are payable within 10 days of receipt, and will incurr a late payment charge of £10 if payment is not received within that time. A monthly service charge of 1.5% [or the greatest amount allowed by state law] is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balances. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Designer reserves the right to withhold delivery and 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 Web design service agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.
2. CHANGES
2.1 General Changes. Unless otherwise provided in the Quote/Proposal and job sheet, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Simifran’s standard hourly rate. Such charges shall be in addition to all other amounts payable under the Quote/Proposal and job sheet, despite any maximum budget, contract price or final price identified therein. Simifran may extend or modify any delivery schedule or deadlines in the Quote, Proposal, job sheet and Deliverables as may be required by such Changes.
2.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision of at least 15% of the time required to produce the Deliverables, and or the value or scope of the Services, Designer shall be entitled to submit a new and separate Quote/Proposal to Client for written approval. Work shall not begin on the revised services until a fully accepted revised Quote/Proposal and, if required, any additional retainer fees are received by Designer.
2.3 Timing. Simifran will prioritize performance of the Services as may be necessary or as identified in the Quote/Proposal and job sheet, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Quote/Proposal and job sheet. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Simifran. The Designer shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Designer’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Designer’s obligations under this Agreement.
2.4 Testing and Acceptance. Designer will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within 5 business days of receipt of each Deliverable, shall notify Designer, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Quote/Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Designer will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of the Web design service Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
3. CLIENT RESPONSIBILITIES
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with parties other than the Designer;
(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Quote/Proposal; and
(c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.
4. ACCREDITATION/PROMOTIONS
All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in Designer’s name in the form, size and location as incorporated by Designer in the Deliverables, or as otherwise directed by Designer. Designer retains the right to reproduce, publish and display the Deliverables in Designer’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Web design service and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
5. CONFIDENTIAL INFORMATION
Each party acknowledges that in connection with the Web design service Agreement they may receive certain confidential or proprietary technical and business information and materials of the other party, (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Quote/Proposal, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
6. RELATIONSHIP OF THE PARTIES
6.1 Independent Contractor. Designer is an independent contractor, not an employee of Client or any company affiliated with Client. Designer shall provide the Services under the general direction of Client, but Designer shall determine, in Designer’s sole discretion, the manner and means by which the Services are accomplished. The Web design service Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in the Web design service Agreement. Designer and the work product or Deliverables prepared by Designer shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of the Web design service Agreement.
6.2 Designer Agents. Designer shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Designer shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of the Web design service Agreement.
6.3 No Solicitation. During the term of the Web design service Agreement, and for a period of six (6) months after the delivery and completion of the Web design service Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Designer, employee or Design Agent of Designer, whether or not said person has been assigned to perform tasks under the Web design service Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Designer shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Designer, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
6.4 No Exclusivity. The Client and the Designer expressly acknowledge that the Web design service Agreement does not create an exclusive relationship between them. Client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer.
7. WARRANTIES AND REPRESENTATIONS
7.1 By Client. Client represents, warrants and covenants to Designer that
(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
(b) to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,
(c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
(d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
7.2 By Designer
(a) Designer hereby represents, warrants and covenants to Client that Designer will provide the Services identified in the Web design service Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
(b) Designer further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Designer and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by Designer, Designer shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Designer to grant the intellectual property rights provided in the Web design service Agreement, and (iii) to the best of Designer’s knowledge, the Final Art provided by Designer and Designer’s subcontractors does not infringe the rights of any party, and use of same in connection with the Web design Service will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Quote/Proposal or the Web design service Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Designer shall be void.
(c) Except for the express representations and warranties stated in the Web design service agreement, designer makes no warranties whatsoever. Designer explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.
8. INDEMNIFICATION/LIABILITY
8.1 By Client. Client agrees to indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under the Web design service Agreement. Under such circumstances Designer shall promptly notify Client in writing of any claim or suit;
(a) Client has sole control of the defense and all related settlement negotiations; and
(b) Designer provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Designer in providing such assistance.
8.2 By Designer. Subject to the terms, conditions, express representations and warranties provided in the Web design service Agreement, Designer agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Designer’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that
(a) Client promptly notifies Designer in writing of the claim;
(b) Designer shall have sole control of the defense and all related settlement negotiations; and
(c) Client shall provide Designer with the assistance, information and authority necessary to perform Designer’s obligations under this section. Notwithstanding the foregoing, Designer shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Designer.
8.3 Limitation of Liability. The services and the work product of designer are sold “as is.” In all circumstances, the maximum liability of designer, its directors, officers, employees, design agents and affiliates (“Designer Parties”), to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of designer. In no event shall designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by designer, even if designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
9. TERM AND TERMINATION
9.1 The Web design service Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
9.2 The Web design service Agreement may be terminated at any time by either Client or Designer effective immediately upon notice, or the mutual agreement of the Client and Designer, or if any party:
(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under the Web design service Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.
9.3 In the event of termination, Designer shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Designer or Designer’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.
9.4 In the event of termination by Client and upon full payment of compensation as provided herein, Designer grants to Client such right and title as provided for in Schedule A of these Quote/Proposal Terms with respect to those Deliverables provided to, and accepted by Client as of the date of termination.
9.5 Upon expiration or termination of the Web design service Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under the Web design service Agreement, exclusive of the Services, shall survive.
10. GENERAL
10.1 Modification/Waiver. The Web design service Agreement may be modified by the parties. Any modification of the Web design service Agreement must be in writing, except that Designer’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under the Web design service Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
10.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the Web design service agreement, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of transmission.
10.3 No Assignment. Neither Client or Designer may assign, whether in writing or orally, or encumber its rights or obligations under the Web design service Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party, except where indicated in the Web design service agreement.
10.4 Force Majeure. Designer shall not be deemed in breach of the Web design service Agreement if Designer is unable to complete the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God or public enemy, death, illness or incapacity of Designer or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Designer’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Designer shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
10.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of the Web design service Agreement shall be in accordance with the laws of the United Kingdom without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the Client and Designer agree to attempt to resolve any dispute by negotiation between the themselves. If they are unable to resolve the dispute, either the Client or Designer may commence mediation and/or binding arbitration through the United Kingdom Arbitration Association, or other forum mutually agreed to by the Client and Designer. The prevailing entity in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and courts located in the United Kingdom. The Client and Designer hereby waive any jurisdictional or venue defences available to them and further consent to service of process by mail. Client acknowledges that Designer will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Designer shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
10.6 Severability. Whenever possible, each provision of the Web design service Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Web design service Agreement is held invalid or unenforceable, the remainder of the Web design service Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
10.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of the Quote/Proposal Terms nor shall such headings otherwise be given any legal effect.
10.8 Integration. The Web design service Agreement comprises the entire understanding of the Client and Designer hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the Client and Designer relating to the subject matter of the Web design service Agreement. In the event of a conflict between the Quote/Proposal and any other Agreement documents, the terms of the Quote/Proposal shall control. This Quote/Proposal Terms comprises this Basic Terms and Conditions document, the Quote/Proposal, Schedule A and Schedule B below.
By their acceptance, the Client and Designer hereto have agreed to all of the terms and conditions of the Web design service Agreement effective as of the last date of acceptance, and each acceptance represents that the Client and Designer has the full authority to enter into the Web design service Agreement and to bind their respective entities and parties to all of the terms and conditions herein.
Schedule A: Intellectual Property Provisions
1. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART
1.1 Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Designer a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Designer’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
1.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Designer shall inform Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances Designer shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves and holds harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.
1.3 Preliminary Works. Designer retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Designer within 30 days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Designer.
1.4 Original Artwork. Designer retains all right and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. Client shall return all original artwork to Designer within 30 days of completion of the Services.
1.5 Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of- pocket expenses due, Designer assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Designer for use by Client as a Trademark. Designer shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. Client hereby indemnifies, saves and holds harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to use or use of the Trademark.
1.6 Designer Tools. All Designer Tools are and shall remain the exclusive property of Designer. Designer hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s web hosting or internet service providers), perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the service. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designer Tools comprising any software or technology of Designer.
2. RIGHTS TO FINAL ART
2.1 Assignment: Upon completion of the Services, and expressly subject to full payment of all fees, costs and expenses due, Designer hereby assigns to Client all right, title and interest, including without limitation copyright and other intellectual property rights, in and to the Final Art. Designer agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment.
Schedule B: Interactive-specific Terms and Conditions
1. SUPPORT SERVICES
1.1 Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Deliverables, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the web design or other services outside the scope of the Quote/Proposal. During the first Months covered by Warranty months following expiration of this Agreement (“Warranty Period”), if any, Designer shall provide up to 2 Hours covered by Warranty hours of Support Services at no additional cost to Client. Additional time shall be billed at Designer’s regular hourly rate or the purchase of the Designer’s fixed support packages, then in effect upon the date of the request for additional support.
1.2 Maintenance Period. Upon expiration of the Warranty Period and at Client’s option, Designer will provide Support Services covered by Maintenance months, Client may choose Monthly Maintenance Fee or Hourly Fee or other options listed on the Designer website. These can be a monthly fee for Monthly Maintenance OR Designer’s hourly fees for Designer’s Hourly Rate per hour. The Client and Designer may extend the Maintenance Period beyond the term listed upon mutual written agreement.
2. ENHANCEMENTS
During the Maintenance Period, Client may request that Designer develop enhancements to the Deliverables, and Designer shall exercise commercially reasonable efforts to prioritize Designer’s resources to create such enhancements. The Client and Designer understand that preexisting obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at Designer’s then in effect price for such services.
3. ADDITIONAL WARRANTIES AND REPRESENTATIONS
3.1 Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, Designer represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of the Web design service Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Quote/Proposal in any material respect, but shall not include any problems caused by Client Content, modifications, alterations or changes made to Final Deliverables by Client or any third party after delivery by Designer, or the interaction of Final Deliverables with third party applications such as Web browsers other than those specified in the Quote/Proposal. The Client and Designer acknowledge that Client’s sole remedy and Designer’s sole liability for a breach of this Section is the obligation of Designer to correct any Deficiency identified within the Warranty Period. In the event that a Deficiency is caused by Third Party Materials provided or specified by Designer, Designers sole obligation shall be to substitute alternative Third Party Materials.
3.2 Designer Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Designer represents and warrants that, to the best of Designer’s knowledge, the Designer Tools do not knowingly infringe the rights of any third party, and use of same in connection with the service will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.
4. COMPLIANCE WITH LAWS
Designer shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the known relevant rules and regulations. Client, upon acceptance of the Deliverables, shall be responsible for conformance with all laws relating to the transfer of software and technology.

 

Web Hosting

Simifran (UK) Ltd provides hosting service via its brand FBC Business, by placing an order to use any service listed or advertised, you confirm that you are in agreement with FBC Business and agree to be bound by the terms and conditions below. the web hosting terms together with any related terms and conditions and deliverables, forms your agreement with FBC Business along with any other agreements associated with your request for FBC Business to supply any of its services which may be subject to amendment, change or substitution.

By placing an order through our website, you warrant that:

1.1 you are legally capable of entering into binding contracts; and you are at least 18 years old.

1.2 If you are acting on behalf of a company or other business, you further warrant that you personally have the authority to bind that company or business on whose behalf you are placing an order.

2. The order process

2.1 You can only place an order for the Services once you have successfully registered an account with us. Information that you provide while registering an account with us must be complete and accurate. You agree that we may block access to your account and the Services we supply if we reasonably believe that the information you have supplied is inaccurate. You must keep your user name and password secret at all times and not allow anyone else to use it. You must contact us immediately if you believe your user name and password has become known to someone else.

2.2 Before you submit an order (by clicking the “Submit Order” button) you will be shown your order on screen including details of the Services you have wish to order and the price payable. You will then have an opportunity to identify and correct any input errors in your order for the Services. You will only be allowed to complete an order once you have made payment unless the service is Free or a trial.

2.3 After placing an order for the Services we will give you details of the Services you have ordered. We will send the same details to you in an email, together with an invoice, to the email address you provided when you registered your account with us. You can view copies of the invoices we have sent you and details of what you have purchased from our website by logging into your account.

3. How is the contract formed between you and us

3.1 After placing an order, you will receive an e-mail from us accepting your order and, if appropriate, letting you know that the Service you have purchased has been activated (“Acceptance Confirmation”). Your order constitutes an offer to us to buy our Services and all orders are subject to acceptance by us. The contract between us (“Contract”) will only be formed when we send you the Acceptance Confirmation. We may also decline your order for the Services for any reason, in which case we will tell you so. The Contract will relate only to those Services we have confirmed in the Acceptance Confirmation. We will not be obliged to supply any other Services which may have been part of your order until such Services have been confirmed in a separate Acceptance Confirmation.

4. We may provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking that products or services you purchase from companies to whose website we have provided a link on our website will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller.

5. If you are buying as a consumer (i.e., not within the course of your business), ordinarily, the Consumer Protection (Distance Selling) Regulations 2000 allow you to cancel the Contract at any time within fourteen (14) working days, beginning on the day after you received the Acceptance Confirmation. However, by placing your order for the Services, you agree to us starting supply of those Services before the end of the seven working day cancellation period referred to here. As such, you will not have the right to cancel the Contract under the Consumer Protection (Distance Selling) Regulations 2000.

5.1 This provision does not otherwise affect your statutory rights.

6. Once the Contact has been formed you may, subject to clause 6.1, only cancel the Contract in relation to the Hosting Service you have purchased (unless your Hosting Service includes the use of a dedicated hosting server or VPS/ Hybrid Server in which case you may not cancel the Contract). In such cases, you may cancel at any time within thirty (30) days, beginning on the day after you received the Acceptance Confirmation. If you do so, you will receive a refund of the price paid for the Hosting Service you have cancelled less our processing charges. No other refund will be made. Limited to one per customer.

6.1 To cancel the Contract under clause 6., you must inform us in writing through our support ticket system HERE before the end of the thirty (30) day period mentioned in clause 6. As part of our cancellation process, we will respond to you via our support ticket system to confirm your cancellation request. You must re-confirm your cancellation request via our support ticket system or we will continue to supply the Hosting Service and your cancellation under clause 6.1 will be ineffective. You will not have any right under clause 6. to cancel the Contract for the supply of any other Services other than that noted in clause 6. Therefore, the Services which may not be cancelled include (but are not limited to):

6.2.1 Hosting Services where you request a dedicated hosting server;

6.2.2 Domain Registration and Renewal Services; and

6.3.3 Use of SSL certificates and other ‘add on’ products.

7. Price and payment

7.1 The price of any Services will be as quoted on our website from time to time, except in cases of obvious error. These prices are inclusive. The total cost of your order for the Services will be set out clearly in your Shopping Basket before you submit your order for the Services. Our services are billed on a monthly subscription basis unless otherwise specified. Client will pay all charges for the first month of service in advance on the first day of the Initial Term. Client will pay all subsequent charges for Services in advance on the anniversary day of each month.
Client failure to fully pay any fees/charges/invoices within 7 days from the applicable due date is a material breach of this Agreement, justifying FBC Business to suspend its performance of this Agreement and apply late payment fee’s and charges of £10 minimum, or terminate the Agreement. If FBC Business terminates because of Client material breach, Client will be required to pay immediately all fees and costs accrued before the termination date. Client is responsible for any costs FBC Business incurs in enforcing collection, including reasonable attorneys’ fees, court costs and collection agency fees. To reinstate Services after cancellation not suspension, Client must pay £25 as a reconnection fee 7 days in advance of the day such Services are reinstated and the monthly charges associated with the Services as invoiced.

7.2 Prices are liable to change at any time. We will notify you of a change in our prices at least thirty (30) days before the price increase comes into force. Any such price increase will not be effective until the Minimum Term expires. If you do not agree to such price changes, please cancel your Services. If you do not cancel you will be deemed to have accepted the new prices, and they will be charged to the credit card, debit card or other payment method registered to your account.

7.3 Our website contains the details of a number of Services and it is always possible that, despite our best efforts, some of the Services listed on our website may be incorrectly priced. Where a Service’s correct price is less than our stated price, we will charge the lower amount when accepting your order. If a Service’s correct price is higher than the price stated on our website, we will normally, at our discretion, either contact you for instructions before accepting your order, or reject your order and notify you of such rejection.

7.4 We are under no obligation to provide the Services to you at the incorrect (lower) price, even after we have sent you an Acceptance Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing. You must register a payment method for the Services you have ordered before submitting your order. You may pay by credit or debit card using Paypal or, alternatively, you may set up a paperless direct debit against your account. We will take payment from the payment method you have registered against your account immediately upon sending you our Acceptance Confirmation or shortly thereafter, or expect you to pay your invoice immediately. If we subsequently reject your order, we will refund the payment you have made.

7.5 Please note that when purchasing a Service, you are obliged to pay for that Service for the whole of the Minimum Term that applies to it (unless you have cancelled the Service under clause 6.1) even though you may pay by monthly direct debit payments. Consequently, you must not cancel your direct debit payments without first cancelling your Services. If you do so, we will seek to recover any outstanding payments due to us by other means, including by taking appropriate legal action.

7.6 Time for payment shall be of the essence. No payment shall be deemed to have been received until we have received cleared funds. If your chosen method of payment is not authorised by your credit card provider or bank, you hereby authorise us to seek payment from any other credit card, debit card or direct debit registered against your account. Further, if your payment is still not authorised we may, at our discretion, suspend or terminate any Services we provide to you from time to time, even if payment in respect of such Services is not outstanding.

8. Quality

8.1 We warrant that (subject to the other provisions of these terms and conditions) any Services purchased from us through our website will be provided with reasonable care and skill.

8.2 We will not be liable for a breach of the warranty in clause 8.1 unless:

8.2.1 you give written notice of the breach to us through our support ticket system HERE ; and

8.2.2 we are given a reasonable opportunity after receiving the notice of examining our provision of the Services to you. We will not be liable for a breach of the warranty in clause 8.1 if:

8.3 the problem arises because you failed to follow our oral or written instructions as to the use of the Services (if there are any); or you alter the Services without our written consent; or the problem arises because of misuse

8.4 Subject to clause 8.2 and clause 8.3, if we are in breach of the warranty in clause 8.1 we will, at our expense, use all reasonable commercial efforts to remedy the breach promptly or refund the price of the Services at the pro rata Contract price. This constitutes your sole and exclusive remedy for any breach of the warranty set out in clause 8.1. Notwithstanding the foregoing, we do not warrant that your use of the Services will be uninterrupted or error-free.

8.5 We reserve the right to modify the Services without notice to you provided such modification does not adversely effect your access to, or use of, the Services or detract from the overall performance of the Services. Any change which may have such adverse effect on you or may detract from the overall performance of the Services will be notified to you at least sixty (60) days prior to the change taking effect. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf which is not set out on our website or otherwise confirmed in writing by us. Nothing in this clause will exclude or limit our liability to you for fraudulent misrepresentation.

9. Access to the Hosting Service

9.1 You are responsible for making all arrangements necessary for you to have access to our Hosting Services. You are also responsible for ensuring that all persons who access our Services through your Internet connection are aware of these terms and conditions (and in particular our acceptable use policy

10. Hosting Service service levels

10.1 We will use our reasonable endeavours to make our servers available to you as part of the Hosting Service you purchase for ninety-nine point nine nine (99.99) per cent of each calendar month. We do not warrant access to our servers will be uninterrupted or error free but we shall use reasonable endeavours to keep downtime to a minimum. We shall make all commercially reasonable efforts to provide you with advanced notification of all scheduled and emergency outages through the system status link on our website and through our Twitter. Service credits are not given for any form of downtime or service unavailability.

11 You will have no right, title or interest in any internet protocol address (“IP address”) allocated to you, and any IP address allocated to you is allocated as part of the Hosting Service you purchased and is not portable or otherwise transferable by you in any manner whatsoever.

11.1 If an IP address is re-numbered or re-allocated by us, we shall use our reasonable endeavours to avoid any disruption to you. You agree that you shall have no right, title or interest to any IP address upon expiry or termination of the Services, and that the acquisition by you of a new IP address following expiry or termination of the Services shall be solely your responsibility.

12. It is your responsibility to maintain appropriate and up-to-date back-up copies of any data, information or other material you upload (or permit to be uploaded) onto our servers (“Material”) as part of your use of the Hosting Services. In the event of loss of or damage to your Material, you will not be given access to the server back-up we maintain pursuant to our archiving procedure.

12.1 We will follow our archiving procedures for the data stored on our servers. In the event of any loss or damage to our servers, your sole and exclusive remedy will be for us to use reasonable commercial efforts to restore the data on our servers (including your Material) from the latest back-up we maintained in accordance with our archiving procedure. We will not be responsible for any loss, destruction, alteration or disclosure of your Material caused by you or any third party.

13.Hosting Service usage limitations

13.1Your limitations are: your Material is linked into web pages; you do not use the Hosting Service as a backup of, or repository for, your Material; you maintain good housekeeping to maintain your Material; and you comply with our acceptable use policy.

13.2 The Hosting Service package you order includes the per calendar month bandwidth allowance applicable to that hosting package as this is set out on this website at the time of your order. The Hosting Service you have ordered will be automatically suspended if this monthly bandwidth allowance is exceeded. If this happens, you have to upgrade your Hosting Service package to one which includes a higher monthly bandwidth allowance, or wait for the Hosting Service to resume at the start of the following calendar month. You can monitor your monthly bandwidth usage from the control panel HERE

13.3 Unless the Hosting Service package you order includes a dedicated server, you will only be allowed to use a maximum of five (5) per cent of our server’s processing capacity when using the Hosting Service package you order. At our absolute discretion, we may allow your usage to exceed this limitation, and we will speak to you about your hosting requirements if your usage has, or may have, a detrimental effect on our other customers. The Hosting Service package you order includes the number of mailboxes applicable to that hosting package as this is set out on our website at the time of your order. However, any mailboxes that have not been accessed for one hundred (100) clear days will be automatically deleted from our system.

13.4 When using the Services, you must comply with our terms of website use and our acceptable use policy as these are incorporated into the Contract by reference. Any conflict between our terms of website use and these terms and conditions, will be resolved in favour of these terms and conditions. We shall be entitled to terminate the Contract, or suspend or terminate the provision of any individual Services, if you are in breach of our terms of website use or our acceptable use policy.

13.5 You may use the Hosting Services only for lawful purposes. You may not use the Hosting Services:

• in any way that breaches any applicable local, national or international law or regulation

• in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect
  for the purpose of harming or attempting to harm minors in any way

• to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards

• to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (also known as SPAM)

• to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

14. Support

14.1 If a problem has arisen with regard to the Services or your registered account, you can access support through our support ticket system HERE twenty-four (24) hours a day, seven (7) days a week. Our support team will help resolve any problems you have with the Services you are receiving. We will not provide programming support to you, but, as part of our Hosting Services, our servers are compatible with many programming languages.

15. Where the Contract includes our Domain Registration and Renewal Service: we will endeavour to procure the registration of the domain name you request; we will not be liable in the event that the relevant domain name registry refuses to register the domain name you request, or subsequently suspends or revokes any registration for that domain name; we shall not act as your agent or on your behalf in any dealings with domain name registry; the registration of the domain name you request and its ongoing use is subject to the relevant domain name registry’s terms and conditions of use which you should obtain and consider.

15.1 you are responsible for ensuring that you are aware of the terms referred to in clause 15.1. so that you can comply with them; the domain name you request will only have been successfully registered when you appear as the registrant on the appropriate “whois” database of the top level domain name registrar; we shall have the absolute discretion to require you to select a replacement domain name to the one you have requested to be registered, and may suspend or terminate our performance of the Domain Registration and Renewal Service, if, in our opinion, there are reasonable grounds for us to believe that your current choice of name is, may or is likely to be in bad faith, breach of the provisions of these terms and conditions or any legal or regulatory requirement; and

15.1.2 you confirm and warrant that you are the owner of any trade mark in any domain name (or have the authority of the owner of any trade mark to use such name) that you have requested be registered. You confirm and warrant that you are the legal owner of any domain name (or have the authority of the legal owner to use such domain name) supplied by you, or otherwise authorised by you, for use as a domain name in connection with any website in relation to which the Hosting Service supplied to you is used.

15.2 Once the domain name has been successfully registered, it will need to be renewed periodically to ensure you retain your registration of it. We will send you renewal notices thirty (30) days and seven (7) days before the renewal date of your registered domain name. These notices will be sent to the email address then registered against your account. You hereby authorise us to automatically renew the domain name for you unless you have cancelled the Domain Registration and Renewal Service. The price for the renewal will be as set out in the renewals page of the customer administration area and will be charged against one of the payment methods then registered against your account.

16. Our liability

16.1 We do not monitor and will not have any liability for your Material or any other communication you transmit, or allow to be transmitted, by virtue of the Hosting Services.
16.2 Due to the public nature of the Internet, we shall not be liable for the protection of the privacy of electronic mail or any other information transferred through the Internet or via any network provider and no guarantee or representation is given that the Hosting Services will be free from hackers or unauthorised users. You shall be liable for the content of any emails transmitted by virtue of the Hosting Services, for any material you upload to, or allow to be uploaded to, our servers and for ensuring compliance at all times with all relevant legislation (including, but not limited to the Data Protection Act 1998 and all other privacy laws, regulations and guidance notes made or issued thereunder).
16.3 All conditions, terms, representations and warranties that are not expressly set out in these terms and conditions (or the documents referred to in them) are hereby expressly excluded.
16.4 We do not exclude or limit in any way our liability:
1. for death or personal injury caused by our negligence;
2. under section 2(3) of the Consumer Protection Act 1987
3. for fraud or fraudulent misrepresentation
4. for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
16.5 We will not be responsible for the following types of losses (in each case whether direct, indirect or consequential) and whether they are caused by our negligence or otherwise:
1. loss of income or revenue
2. loss of business
3. loss of profits or contracts
4. loss of anticipated savings
5. loss of goodwill
6. loss of software or data
7. wasted expenditure (such as pay per click advertising costs)
8. wasted management or office time.
16.6 Subject to clause 16.4 and clause 16.5, our maximum aggregate liability under or in connection with the performance or contemplated performance of the Contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed one hundred and ten (110) per cent of the price you have paid to us for the Services during the twelve (12) months preceding the event giving rise to the liability in question. Accordingly, you are advised to acquire business interruption insurance, or other appropriate insurance, to protect you and your business in the event of interruption of the Services (in particular the Hosting Service).
16.7 Where you buy any product or service from a third party seller through following a link on our website to such third party’s website, the seller’s individual liability will be set out in the seller’s terms and conditions. You should consult such terms and conditions.

 

Media services Terms

Simifran Media incorporating Kbitnetwork services referred hereinafter as ‘Media Services’, ‘our’, ‘we’ and ‘us’; is a trading brand of Simifran (UK) Ltd. Anyone using our services by registering, purchasing streams, ordering installations and other related services, or using any part of the sites operated or owned by Simifran (UK) Ltd, are subject to the terms and conditions described in this document. Under the terms of this agreement, signing up, ordering and paying for services, accepting job sheet and quotes, and/or using our service(s) in any form therefore declares that you have read, understood, and agree to the terms and conditions stated below. We reserve the right to make alterations to this document whenever we deem reasonable. It is the clients/user sole responsibility to check this document for updates on a regular basis. If you do not agree to these Terms and Conditions, you may not use our services.

1. Your Account
1.1 We reserve the full right to terminate your account at any time, with or without given notice. Your account WILL be terminated if you are found in violation of any of these terms.
1.2 If your account is terminated due to a violation of the Terms of Service, a refund will not be provided. If your account is terminated for some other reason, it is at our sole discretion whether a refund will be given.
1.3 In order to register and use any service on our site or offered by Simifran, you are required to have a valid unique email address.
1.4 When ordering a stream service from Simifran Media, you are only renting the stream service. All services remain the property of Simifran Media.

2. Maximum Bitrate
2.1 You may only use up to the maximum bitrate that you purchased with your service when broadcasting. All live streaming purchased from us is controlled by a bitrate ( kbps). If you choose to stream above the purchased bitrate on a any of our servers, we reserve the right to terminate your account without warning, refund or explanation. If your account is suspended because of this, we reserve the right to charge £15 admin fee to have it re-activated.

3. Licensing and Other Legal Obligations
3.1 You are responsible for meeting all the legal requirements for your radio or TV stream/station. This may include, but is not limited to, internet radio and or media licensing.
3.2 We claim no responsibility whatsoever for what you choose to stream with the service.
3.3 You may not use our services to distribute adult, racist or any other antisocial material. We do not actively monitor stream contents, so all content broadcast on our network is the sole responsibility of you the client, we do not provide any form of legal cover to individuals or company’s who utilise our services to distribute content with any form of copyright protection.
3.4 Under no circumstances will be responsible for the behaviour of our clients or their users when found to be broadcasting protected content. All licensing, copyright and royalty issues are the sole responsibility of the individual clients and/or their production entities.
3.5 If contacted by an authority in the event of an illegal situation regarding any of the above, we will co-operate fully with any investigations decided against clients found to be breaking the law.

4. Liability
4.1 Simifran Media and its suppliers are not liable for any temporary delay, outages or interruptions of the Services and will not be liable for delays or failure in performance caused by acts of God, war, terrorism, strike, labour dispute, work stoppage, fire, act of government, or any other cause, whether similar or dissimilar, beyond our control.
4.2 Simifran Media reserves the right to restrict, alter, or modify fees, benefits, rules, regulations, special offers, membership terms and conditions or terminate services at any time and without notice.

5. Unlimited Services
5.1 In the best interest of our users, Simifran Media allows the limit on the amount of listeners/viewers that may connect to the service, and the amount of bandwidth a service may use to be increased or decreased.
5.2 With Simifran Media streaming services, service packages are offered to our users and these packages requires a maximum number of simultaneous listeners/viewers to be set. By default, the Simifran Media server will be set up with a listener/user limit. If needed, this may be increased at any time by purchasing the required numbers from the site. If you cannot find a plan, contact Simifran Media customer support.
5.3 The service offered on our site is intended for individual sites, home businesses, and small businesses. Large enterprises, or other stations requiring a dedicated server should contact us at support@simifran.uk.

6. Payment
Our subscription services are billed on a monthly basis unless otherwise specified. Client will pay all charges for the month of service in advance on the first day of the servicel Term. Client will pay all subsequent charges for Services in advance on the anniversary day of each month. For installations and other services, client must also pay on the invoice due date.
6.1 Client failure to fully pay any fees/charges/invoices within 7 days from the applicable due date is a material breach of this Agreement, justifying Simifran to suspend its performance of this Agreement and apply late payment fee’s and charges of £10 maximum to the account.
6.2 Should the account remain unpaid and suspended for more than 7 days, Simifran reserves the right to terminate the Agreement, and should Simifran terminate because of Client material breach, Client will be required to immediately pay all fees and costs accrued before the termination date. Client is responsible for any costs Simifran incurs in enforcing collection, including reasonable attorneys’ fees, court costs and collection agency fees.
6.3 Should Client wish to reinstate Services terminated not suspended, Client will first notify Simifran and must pay a reconnection fee of £25 no later than 7 days in advance of the day such Services are to be reinstated including the monthly charges associated with the Services as invoiced. Any charge-backs or reversed transactions made on Clients payments will result in your Client account being immediately terminated.

7. Refunds
7.1 Refunds will only be issued at our sole discretion. Most issues or problems can typically be resolved by contacting customer support, and they may be considered after careful investigation.
7.2 Refunds are typically available within 24 hours after a first payment is made by a new customer, providing the service(s) supplied have not been used, or Simifran Media including any of its divisions have not incurred any cost in delivering the service. It is the clients responsibility to keep track of all payments made.

8. Our Website and other Services
8.1 While every effort has been made to keep the website and other services secure, we cannot assure that the site and service is completely free from exploits or malfunction. You accept that the site and the service is provided as is with no guaranties that it will function without fault. If a user is caught exploiting any area of Simifran Media service, their account will be permanently terminated.
8.2 We reserve the right to modify any of the information and function on the site and service at any given time.

9. Our media Player
9.1 We recommend that you use the player provided with your account. The player comes with our default banner service, which helps keep our streaming charges fees down, this is also why we are able to give you some free listeners with your FREE radio account. The user can take over the banner for a fee at anytime by making a request to admin@simifran.uk.
9.2 If a user is caught removing or changing any aspect of the player or links without authorisation, Simifran Media will notify the user and invoice them from the date notified a total of £150 penalty. Should the user not pay their account by return, the service will be permanently terminated. If the user removes or changes the Ad banner without authorisation, the account will be suspended with notice.
To remove the powered by link, Simifran Media will add £2.50 per calender month to your subscription.

10. Copyrights & Restrictions
All material on this site, including but not limited to text, images, illustrations, code, scripts and audio clips/live audio is protected by copyrights which are owned and controlled by Simifran Media and their owners. Material from this website may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, unless we give you the written permission to do so.

11. Remote DJ service
Every effort is made to ensure that connection to the host station is maintained, due to some instabilities with the Internet, some DJs may loose connection with their host. Simifran Media will not take responsibility if a DJ looses such connection. The conditions of the service dictates that the DJs and their host station are fully responsible for maintaining a reliable connection. Simifran Media will apply a service charge £5 should the DJs request more than the set number of reconnection in any given month.

12. Text N Audio
12.1 Services Provided: TextnAudio provides a service that allows users to submit text and receive audio content based on that text. Our service is designed to convert written content into high-quality audio explanations and podcasts, catering to educational, business, or personal content needs..
12.2 User Responsibilities: By using our services, you agree to::

• Provide accurate, complete, and up-to-date information when submitting text or using our platform.
• Use the service only for lawful purposes and not for any illegal or prohibited activities.
• Ensure that the content you submit does not infringe on any intellectual property rights, violate any privacy laws, or contain offensive, defamatory, or harmful material.

12.3 Payment and Pricing:

• Pricing: The cost for using our service is outlined on our website or service platform. Prices may vary based on the length and complexity of the content you submit.
• Payment Methods: We accept payments via [list payment methods, e.g., credit cards, PayPal].
• Refund Policy: Payments are non-refundable unless specified otherwise due to an issue with the service quality or technical error on our part.
• Billing: By submitting your text for processing, you agree to pay the applicable fees as outlined before completing your order

12.4 Ownership and Intellectual Property

• User Content: You retain all rights to the text you submit. By using our service, you grant TextnAudio a limited, non-exclusive, non-transferable license to process, convert, and use the content solely for the purpose of fulfilling your service request.
• Service Content: Any audio content we generate for you remains owned by TextnAudio until full payment is made for the service. Once payment is complete, the audio content is transferred to you for personal or commercial use.
• Prohibited Content: You agree not to submit content that is unlawful, harmful, abusive, offensive, or violates intellectual property rights

12.5  Confidentiality and Privacy

• Privacy Policy: We respect your privacy and are committed to protecting your personal data. Please review our [Privacy Policy] for details on how we collect, store, and use your information.
• Confidentiality: We will keep all submitted content confidential and will not disclose it to third parties unless required by law or in connection with providing the service.

12.6 Service Availability: We strive to provide uninterrupted access to our services, but we do not guarantee that our website or services will always be available or free from errors, and we may temporarily suspend or discontinue the service for maintenance, upgrades, or unforeseen technical issues. 
12.7 Limitation of Liability TextnAudio will not be liable for any indirect, incidental, or consequential damages arising from your use of the service, and our total liability for any claim related to the service is limited to the amount paid for the specific service request that caused the issue.

12.6 Service Availability: We strive to provide uninterrupted access to our services, but we do not guarantee that our website or services will always be available or free from errors, and we may temporarily suspend or discontinue the service for maintenance, upgrades, or unforeseen technical issues. 
12.7 Limitation of Liability TextnAudio will not be liable for any indirect, incidental, or consequential damages arising from your use of the service, and our total liability for any claim related to the service is limited to the amount paid for the specific service request that caused the issue.

12.8 Termination: We reserve the right to suspend or terminate your access to the service at our discretion, particularly if you violate any terms of this agreement or engage in unlawful activities, and upon termination, you will cease using our service, and any outstanding fees must be paid.. 
12.9 Changes to Terms TextnAudio reserves the right to update or modify these Terms and Conditions at any time. Changes will be posted on our website, and the revised terms will be effective immediately, and It is your responsibility to review these Terms regularly to stay informed of any updates.

13 Governing Law These Terms and Conditions are governed by the laws of the United Kingdom and Wales, without regard to its conflict of law principles, and any disputes arising from these Terms and Conditions will be resolved in the courts of the United Kingdom.

14 Contact Us: If you have any questions or concerns regarding these Terms and Conditions, please contact us at:  Simifran Email: admin@simifran or admin@kbitnetwork.uk 
15 Acceptances By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions

16. Others
If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable then that provision shall be deemed severable from this Terms and shall not affect the validity and enforceability of any remaining provisions. This is the entire Terms and Agreement between the parties relating to the matters contained herein. We may at any time revise these Terms and Conditions by updating this posting. All users are bound by any such revisions and should therefore periodically visit this page to review the then current Terms and Conditions to which they are bound.

 

TERMS AND CONDITIONS

Last updated: March 2022

This terms and conditions applies to all services provided by Simifran (UK) Ltd (store) (“we,” “us,” or “our”). These Terms and Conditions (“Terms”) will govern your use of our online store, which provides digital products, subscription services, and physical products (the “Services”). By using our website store and making a purchase, you agree to these Terms.

1. General Terms
1.1 By accessing or using our website store, you confirm that you are at least 18 years old and legally capable of entering into binding contracts.

1.2 These Terms, along with our Privacy Policy, govern all transactions between us and users of our online store, regardless of your location.

1.3 We reserve the right to modify these Terms at any time. Any changes will be effective when posted on our website. Continued use of the site after any changes constitutes acceptance of the new Terms.

2. Subscription Services
2.1 We offer subscription-based services, which may include access to exclusive products, digital content, or ongoing deliveries.

2.2 Your subscription will automatically renew at the end of each subscription period unless cancelled prior to renewal. You can cancel your subscription anytime through your account dashboard, but no refunds will be provided for partially used periods.

2.3 We reserve the right to adjust pricing for our subscriptions at any time. If we make any changes, we will notify you in advance via email.

3. Physical Products
3.1 We sell physical products, which may include but are not limited to [list specific types of physical products sold].

3.2 All physical products are subject to availability. We reserve the right to limit quantities available for sale.

4. Digital Products and Services
4.1 We offer digital products and services, which may include downloadable content, software, online courses, or other forms of digital media (collectively “Digital Products”).

4.2 All Digital Products are delivered electronically via download or access through our website. You will receive instructions for accessing or downloading your Digital Product after purchase.

4.3 By purchasing a Digital Product, you are granted a non-exclusive, non-transferable license to use the Digital Product for personal or business use as applicable. You may not distribute, sell, or transfer the Digital Product to any third party.

4.4 Digital Products are sold “as is,” and we make no warranties regarding their functionality on your specific devices or systems.

4.5 Due to the nature of digital goods, all sales of Digital Products are final, and no refunds will be provided.

5. Prices and Payments
5.1 All prices are listed in GBP (£) and include applicable VAT unless stated otherwise.

5.2 We accept payments through major credit and debit cards, PayPal, and other payment gateways as listed at checkout.

5.3 Full payment must be received before any order, whether physical, digital, or subscription-based, is processed.

6. Shipping and Delivery
6.1 We ship physical products to locations within the UK and internationally as listed on our website.

6.2 Delivery times for physical products are estimates and not guaranteed. We will not be responsible for any delays in delivery due to unforeseen circumstances such as customs delays or courier issues.

6.3 Digital Products are delivered electronically and should be accessible immediately after purchase. If you experience issues accessing your Digital Product, please contact our support team.

6.4 The risk of loss and title for purchased physical products pass to you upon delivery to the carrier.

7. No Refunds Policy
7.1 All sales are final. We do not provide refunds for any products, digital goods, or services purchased.

7.2 In the case of defective or damaged physical products, you must notify us within 14 days of receipt. We will replace the defective product at no extra cost to you, subject to stock availability.

7.3 For Digital Products, if there is an issue with the delivery or access, we will work to resolve the problem, but no refunds will be issued.

8. User Accounts
8.1 You may be required to create an account to purchase products or access subscription services. You are responsible for maintaining the confidentiality of your account information.

8.2 We reserve the right to suspend or terminate your account if we believe you are in violation of these Terms.

9. Intellectual Property
9.1 All content, including images, text, software, digital products, and graphics on our website, is the property of Simifran (UK) Ltd or its licensors and is protected by intellectual property laws.

9.2 You may not copy, distribute, or reproduce any content without our written consent.

10. Limitation of Liability
10.1 To the maximum extent permitted by law, we will not be liable for any direct, indirect, incidental, or consequential damages resulting from your use of the Services or products purchased through our website.

10.2 Our total liability for any claim arising out of or relating to these Terms will not exceed the amount you paid to us for the relevant product or service.

11. Governing Law
11.1 These Terms and your use of the Services shall be governed by and construed in accordance with the laws of England and Wales.

11.2 Any disputes arising out of these Terms will be subject to the exclusive jurisdiction of the courts of England and Wales.

12. Contact Information
If you have any questions about these Terms, please contact us at admin@simifran.uk 

Acceptance of Terms: By placing an order or subscribing to our services, you acknowledge that you have read and agree to these Terms and Conditions.

Simifran Hub Affiliate Portal Terms and Conditions
Last Updated: July 2024

1. Introduction

Welcome to the Simifran Hub Affiliate Portal. By registering and participating in our affiliate program, you agree to be bound by the following terms and conditions. These terms and conditions outline the rules and regulations for the use of the Simifran Hub Affiliate Portal and your participation in our affiliate program.

2. Enrollment in the Program

To become an affiliate, you must submit a completed application through our portal. We will evaluate your application and notify you of your acceptance or rejection. We reserve the right to reject any application at our discretion.

3. Affiliate Responsibilities

Promotion: You agree to use your best efforts to promote Simifran Hub’s products and services. This includes using only the provided promotional materials, such as banners and links.
Compliance: You must comply with all applicable laws, rules, and regulations when promoting our products. Misleading, deceptive, or illegal practices are strictly prohibited.
Content: You may not engage in any activity that may be considered defamatory, infringing, or otherwise unlawful.

4. Affiliate Links

Upon acceptance into the program, you will receive a unique affiliate ID. You are permitted to use links, banners, or other promotional materials provided by Simifran Hub that include this ID.
You must ensure that each link between your site and the Simifran Hub website properly utilizes the provided link formats.

5. Commission and Payment

Commission: You will earn a commission for each qualifying sale made through your affiliate links. The standard current commission rate is 25% of the net sale amount, but can vary subject to the product or service offering.
Payment Schedule: Commissions are paid out on a monthly basis, provided your account balance exceeds £50. Payments will be made via PayPal or Direct Bank Transfer.
Refunds and Chargebacks: If a customer requests a refund or if a sale is reversed due to a chargeback, the corresponding commission will be deducted from your account.

6. Termination

Termination by You: You may terminate this agreement at any time by providing us with written notice.
Termination by Us: Simifran Hub reserves the right to terminate your participation in the affiliate program at any time, with or without cause.
Effects of Termination: Upon termination, you must cease all promotion of Simifran Hub products and remove all affiliate links from your site. Any unpaid commissions that are due to you at the time of termination will be paid according to the regular payment schedule.

7. Confidentiality

Any information that you receive from Simifran Hub that is marked as confidential or is of a confidential nature must not be disclosed to third parties or used for any purpose other than your participation in the affiliate program.

8. Limitation of Liability

Simifran Hub will not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of revenue, profits, or data, arising out of or related to your participation in this affiliate program.

9. Indemnification

You agree to indemnify and hold harmless Simifran Hub and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, and expenses arising out of your participation in the affiliate program or breach of these terms and conditions.

10. Governing Law

These terms and conditions shall be governed by and construed in accordance with the laws of England & Wales. Any disputes arising under or in connection with these terms shall be subject to the exclusive jurisdiction of the courts of England & Wales.

11. Amendments

Simifran Hub reserves the right to amend these terms and conditions at any time. You will be notified of any significant changes via email or through the affiliate portal. Continued participation in the program following the posting of changes will constitute your acceptance of the revised terms.

12. Contact Information

If you have any questions or concerns regarding these terms and conditions, please contact us at admin@simifran.uk