Definitions
In these Terms of Business, the following words and phrases have the following meanings:-

'the Company' - HotLizard Ltd, registered office being 63 Cheap Street, Newbury , Berkshire, RG14 5DH.

'the Client' - the person, firm or body requiring the products or services from the Company and engaging business relations through verbal, electronic and/or written arrangements.

'Confidential Information' shall mean the software, the website, the services provided by HotLizard pursuant to this agreement and all information of a proprietary and/or confidential nature regarding the Client's business and or/ the Client's employees whether such information be oral, written, computerised or otherwise.

'Contract' - the request by the client to supply Products and/or services from the Company through verbal, electronic and/or written arrangements.

'Date of Development Completion' shall mean the date upon which the software and website development work is completed in accordance with the Functional Specification document and the software and website is released to the Client for testing.

'Date of Going Live' shall mean the date upon which the software and website are fully operational in accordance with the Product Specification or Functional Specification document.

'Date of Purchase' shall mean the date upon which the client requested the Company to supply products and/or services from the Company through verbal, electronic and/or written arrangements.

'Standard Product' - the Product requested of the Company by the Client as defined within the Product Specification document.

'Project' - means the design and installation of the Website and the development and Installation of the software as envisaged in these Terms of Business and as more fully detailed in the Functional Specification document and/or Product Specification document.

'Service' - the Service requested of the Company by the Client.

'the Product Specification Document' means the document detailing the parameters of the and functional specification of the Product.

'the Quotation' means the document detailing the price of the products or services supplied to the Client by the Company.

'the Functional Specification Document' means the document detailing the parameters of the Project and the functional specifications for the website and software. In the event of any conflict between these Terms of Business and those of the Functional Specification document, these Terms of Business shall prevail.

'the Software' means the computer software to be developed for the Client by the Company for the performance of the functions set out in the Functional Specification document and consisting of the totality of the processes, routines, logic using in processing information expressed in the form of machine executable codes and including the source codes, object codes and all Upgrades to the Software and any accompanying documents (whether electronic or otherwise)

'the Website' means the website created and designed pursuant to this agreement, the Functional Specification document and/or the Product Specification document, including but not limited to any logo, service names, source codes, object codes, programming, text, graphics, icons, designs, colours, layouts, images, photographs, animations, video, audio, music, text and applets incorporated therein, all Upgrades to the Website and any accompanying documents (electronic or otherwise).

'Upgrades' means all alterations, patches and amendments as the case may be, which are required to enable the Software and the Website to comply with the terms of the Functional Specification document or the Product to comply with the terms of the Product Specification but which are not enhancements nor material deviations from the Functional Specification document or Product Specification document.

General
These terms apply to each Contract between the Company and the Client and are deemed to be acceptable by the Client by virtue of its instruction to the company, verbal, written or electronic to proceed with supplying the product or service.

The client requests the company to supply standard products and/or bespoke development services and/or web design services and/or web hosting services and/or support services. Dependent upon the combination of products and/or services supplied the following terms will apply.

Supply of Standard Products
The Client contracts with the Company to supply standard products, who accepts the provision of those standard products as detailed in the Product Specification Document subject to the provisions below.

The Client shall only be entitled to reject the Standard Product upon the basis that the Standard Product does not meet the Product Specification Document.

Supply of Bespoke Development and Web Design Services
The Client contracts with the Company to supply Bespoke Development Services and/or Web Design Services, who accepts the engagement in accordance with the Functional Specification document subject to the provisions below.

The Client shall only be entitled to reject the Bespoke Development Services and/or Web Design Services upon the basis that the Software and Website do not meet the Functional Specification Document.

The Client undertakes to:-
a) Render such assistance to the Company as the Company may reasonably require in order to meet the project objectives
b) Provide such information which is in the Client's possession and that the Company reasonably requires to perform in terms hereof by the dates agreed in the Functional Specification.
c) Make available to the Company free of charge access to the Client's premises and use of such computing and office facilities as are reasonably necessary for the performance of the Company's obligations under the Terms of Business
d)Make available to the Company free of charge such of the Client's staff as shall be reasonably necessary for the performance of the Company's obligations under this Agreement.
e)Provide a full and final version of the copy, logos and other materials required by the date indicated within the Functional Specification.

Once the Functional Specification document has been agreed and signed by both parties any changes to the design or functionality required for the site will be subject to additional charges at the Company's prevailing hourly rate.

Once the Design of the Website has been approved and signed-off, any changes to the design and subsequent build of the site will be subject to additional charges at the Company's prevailing hourly rate.
Once the copy, logos and images have been received and implemented within the Website, any changes to will be subject to additional charges at the Company's prevailing hourly rate.

Once any variable materials on the site have been received and implemented within the Website including but not limited to email addresses and items for drop-down lists, any changes to the materials will be subject to additional charges at the Company's prevailing hourly rate.

Where the client requires and the Company provides access to the Software and/or Website other than through administrative functions provided, the Company cannot be held responsible for any damage caused by the client by carrying out access by other methods.
The Company reserves the right to charge for rectifying any damage caused by the Client to the Software and/or Website.

Supply of Hosting Services
The Client contracts with the Company to supply web hosting services, who accepts the engagement subject to the provisions below.

The Client shall accept the terms and conditions inherited through the Company's use of a third party provider. Terms and conditions can be supplied upon request.

The Company does not enter into a service level agreement with the Client. Every reasonable effort shall be afforded to ensure continuous hosting provision but the Company shall not be held liable for periods of 'down time' occurring from essential system maintenance or causes out of the Company's control.

The client agrees not to use the hosting facilities provided for any action that constitutes illegal or unacceptable behaviour, including but not limited to unsolicited email messages, harassing users or accounts, knowingly or recklessly transmitting any electronic material (including viruses) through the service which shall cause or is likely to cause any detriment or harm, attempts to circumvent user authentification or the security of any host, network or account, use of any program, utility or file that can be used to gain unauthorised access, engaging in the foregoing activities using the service of another provider, but channelling such activities through the Company's network.

Term of Contract and Payment Terms
In consideration of the product and or services supplied by the Company, the Client shall pay to HotLizard the amount as detailed on the Quotation.

In respect of Bespoke Development and Web Design Services the Quotation will only be considered an estimate until the Functional Specification has been completed and agreed. The final project price, should this differ from the quotation price will be provided to the Client by the Company at that point.

Payment for Support Services and Hosting Services (including statistics) is required upon the Date of Going Live. Support Services and Hosting Services are charged monthly and are payable in full quarterly in advance. The minimum term for Support and Hosting Services is 12 months. Thereinafter 3 months notice is required to discontinue the service.

Payment for a Project comprising Bespoke Development and Web Design Services are payable as follows:

Upon Date of Purchase, 30% of Total Project Price
Upon Completion of Creative Design, 20% of Total Project Price
Upon Date of Development Completion, 40% of Total Project Price
Upon Date of Go Live on HotLizard servers or release of code to third party hosting company, 5% of Total Project Price
Upon completion of Warranty Period, 5% of Total Project Price

The dates that these payments will be required will be detailed in the Functional Specification. If the payment dates are delayed due to the Client delaying the Project, the Company will require payment of the next payment due upon demand. Under these circumstances, the Company also reserves the right to charge for idle resource that could not be re-deployed as a result of the Client delay.

Standard Products are available to be purchased or on rental terms.
Payment for the purchase of Standard products is required upon Date of Purchase.
Rental for Standard Products can be paid for monthly via credit card payment or bank standing order. Payment is monthly in advance.

The minimum term for rental of a Standard Product is 12 months. Thereinafter 3 months notice is required to discontinue the rental of the Standard Product.

The Company reserves the right to charge reasonable Project expenses to the client in respect of the Client carrying out its obligations under the Contract. Expenses shall include but not be limited to travelling expenses, accommodation expenses and subsistence.

The Company reserves the right to charge for consultancy time and expenses if required to participate in meetings with the Client and/or third parties that are not agreed as part of the contract between the two parties.

All payments are calculated inclusive of VAT and bear VAT at the applicable rate. Invoices are payable by the invoice due date. Without prejudice to any other rights or remedies available to the Company, the Company reserves the right to charge interest on payments unpaid within 14 days of the invoice date. A rate of 4% above Barclays base lending rate (or such other rate as may substitute the same) will apply calculated on a day to day basis on the outstanding amount (both before and after any judgement) as from the time of the invoice until the outstanding amount is paid in full.

Copyright, Patents, Designs and Trademarks
All rights within the Software and Website for bespoke development and design vest solely in the Client

All rights for Standard Products vest solely in The Company and through the Contract to purchase and supply a Standard Product, the Company grants the Client a license to use the Standard Product. The license is granted in perpetuity where the Client purchases the Standard Product and for the duration of the rental period, where the Client rents the Standard Product on a monthly basis.

As soon as practicable after the Company reaches the Date of Development Completion, the Company shall deliver to the Client, the Software and Website cut to compact disk together with any programming documents that accompany same, including all source codes and object codes for the bespoke development and design and the underlying programming thereof.

Warranties and Warranty Period
The Company warrants in favour of the Client that it has developed and created the Software and Website without infringing any of the intellectual property rights, proprietary rights, title, trademark, copyright, patent or design rights of any third party in so doing.

The Client warrants in favour of the Company that materials including but not limited to logos, test, graphics, icons, image, photos, animations, video, audio music and text supplied to the Company by the client do not infringe any of the intellectual property rights, proprietary rights, title, trademark, copyright, patent or design rights of any third party.

The Client warrants that any personal data held on individuals on the Website is held with the individual's knowledge and is subject to the provisions of the Data Protection Act, with whom the Client holds current registration.

Following the Date of Going Live a Warranty period of 30 days will apply. During this period the Client will verify that the Software and Website are fit for the purpose for which they were designed as set out in the Functional Specification document.

The Company will rectify any anomalies in order to ensure that the Software and Website meet the terms of the Functional Specification document during this period. Any rectifications after this period will either be subject to the terms of contracted Support Services or will be investigated and fixed subject to charges at the Company's prevailing hourly rate for programming and creative services.

Limitation of Liability
The Company, its employees or agents shall not be liable for any consequential damage or loss (including, without limitation, loss of profits or business opportunity) caused to, or suffered by, the client as a result of, or arising out of, any use of, or any fault, defect or error in the services or operation of the Software or Website.

Subject to the above paragraph, the Company, it's employees' and agent' total aggregate liability in respect of any and all claims (whether arising out of one or more incidents and whether in respect of the negligence of the Company), its employees or agents, by the Client arising out of or in respect of the services or the use of either of them (other than in respect of death or personal injury caused by the negligence of the Company, its employees or agents) shall in no circumstances exceed the total charges paid by the client in respect of the original products and/or services provided. This Clause shall survive termination of this agreement for any reason whatsoever.

Confidentiality
The Company shall keep secret and confidential the Confidential Information and not disclose it to any third party. The Company may disclose the Confidential Information only:

a) with the Client's prior agreement as to manner, content and degree of disclosure, and
b) if required by law, with the Client's prior agreement as to manner, content and degree of disclosure

Proper Use
The client agrees that the Software and Website produced shall only be used for lawful purposes and shall not use the service for the transmission of any material which is in violation of any law or regulation, or which is defamatory, menacing, obscene or in breach of third party intellectual property rights (including copyright) or in breach of trade secrets.

Termination
The contract may only be terminated by either party where there is a material breach in the Contract and the party in breach fails to remedy the same within 14 days of written notice demanding such remedy. In such cases the contract will be terminated immediately.

If a Client decides to terminate the Project or to cease work on the Project, all payments signed for in the quotation and/or agreed to in the Functional Specification will become immediately due. No refund or part payment will apply in the result of a project terminated or cancelled by the Client.

Force Majeure
A party to the Terms of Business shall not be liable for any delay in or failure of performance if:
a) that delay or failure arises from circumstances or events beyond that party's reasonable control or foresight ('a Force Majeure Event'); and
b) it has taken all reasonable measures with the object of avoiding or minimising the delay or impact of the Force Majeure Event;and
c) the party claiming the benefit of a Force Majeure Event has promptly given notice to the other party of the nature of the Force Majeure Event, an estimate of the duration of Force Majeure Event and the probable extent to which that party shall be unable to observe or perform its obligations under these Terms of Business.

Notices
All notices, requests, demands, consents, approvals or other communications (each a 'Notice') in relation to either party or otherwise shall be in writing and shall be delivered by electronic mail or prepaid registered post or in person or transmitted by facsimile to the addresses or facsimile numbers set out in the party's details or such other address or facsimile number as the addressee may specify.

Severability
Any provision of these Terms of Business which is prohibited or unenforceable in any applicable jurisdiction shall be ineffective in that jurisdiction to the extent of the prohibition or unenforceability. Such prohibition or unenforceability shall not invalidate the remaining provisions of these Terms of Business nor affect the validity or enforceability of that provision in any other jurisdiction.

Entire Agreement
These Terms of Business shall constitute the entire agreement between the parties in relation to the contract to purchase and/or rent and supply products and/or services and shall supercede all prior agreements and understandings between them with reference to the subject matter of this agreement.

Amendment
No amendment of any provision of these Terms of Business, nor any extension hereof, shall be valid or binding on a party unless made in writing duly executed by the parties hereto.

No-waiver
Except as otherwise expressly provided in these Terms of Business, no waiver in whole or in part of any of the provisions of this Agreement shall be valid or binding on a party unless in writing and duly executed by that party. Any waiver shall apply to the particular occasion in question and shall not be continuing and shall not constitute a waiver of any other provision.

Delay in Exercising Rights
Other than such failure or delay in respect of time limits specified in these Terms of Business, no failure to exercise and no delay in exercising any right, power or remedy under these Terms of Business shall operate as a waiver. No single or partial exercise of any right, power or remedy shall preclude any other or further exercise of that or any other right, power or remedy.

Governing Law
This agreement, its interpretation, breach and enforcement shall be governed and construed in accordance with the laws of England.

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