Terms & Conditions

1 INTERPRETATION
In the Contract: (a) any definitions used elsewhere in the Contract shall apply to these terms; (b) the headings used do not affect the interpretation of these terms; and (c) words in the singular shall include the plural and vice versa.

2 CONTRACT
These terms shall apply to and be incorporated into the Contract and shall prevail over any inconsistent terms or conditions contained, or referred to, in any order, confirmation of order, acceptance of a quotation or specification, or, implied by law (to the extent permitted by law), trade custom, practice or course of dealing. Your terms and conditions (if any) attached to, enclosed with or referred to in any order or other document shall not govern the Contract.

3 CONSUMER RIGHTS
3.1 If you are contracting as a consumer, you may cancel the Contract at any time within 7 working days from the Commencement Date of the Contract
3.2 To cancel the Contract, you must inform us in writing. Any cancellation by phone must be confirmed in writing within the permitted cancellation period.

4 COMMENCEMENT AND DURATION
4.1 The Contract shall commence on the Commencement Date and continue for a minimum 12 month period (Minimum Period), after which the Contract shall automatically renew for further consecutive periods of 12 months unless terminated by either party giving not less than 30 days' prior notice in writing to the other party, such notice to expire on or after expiry of the Minimum Period.
4.2 Clause 4.1 is subject to any earlier termination under clause 11.

5 BLUEGATOR CREATIVE'S OBLIGATIONS & PROVISOS
5.1 Bluegator Creative will provide the Ordered Package in accordance with its standard specification for that package provided (as applicable):

• logo design - the logo will be designed to your requirements, but provided without a registered trade mark or any warranty or guarantee against infringement of any third party's intellectual property rights (in respect of which you will be solely responsible);
• content managed website - content and images for the content managed website to be provided by you subject to a full indemnity from you against all damages, losses and expenses incurred by Bluegator Creative arising as a result of any action or claim that such content and/or images infringe any applicable laws, regulations or third party rights;
• hosting - whilst Bluegator Creative will use reasonable endeavours to ensure continued availability of the content managed website, Bluegator Creative does not warrant or guarantee such availability will be uninterrupted or error free. Such availability does not include downtime arising from either scheduled outages or events that are beyond the reasonable control of Bluegator Creative;
• domain name - so long as the domain name you wish to use is available from Nominet UK, Bluegator Creative will register it with Nominet UK in its own name. Upon request (but subject to payment of all Charges due to that date under the Contract), Bluegator Creative will transfer registration of the domain name into your name.

5.2 Once agreed by Bluegator Creative as to content and cost, any additional deliverables or changes to Bluegator Creative's standard specification for the Ordered Package which Bluegator Creative provides to you during the term of the Contract will be deemed subject to these terms.
5.3 Performance dates specified by Bluegator Creative shall be estimate only.

6 YOUR OBLIGATIONS
You will: (a) co-operate with Bluegator Creative in all matters relating to the Ordered Package; (b) provide to Bluegator Creative, its agents, sub-contractors and employees in a timely manner and at no charge such materials (in whatever media) and approvals as may be requested by Bluegator Creative.

7 CHARGES AND PAYMENT
7.1 The Charges shall be paid by you to Bluegator Creative in accordance with the Payment Arrangements in full and in cleared funds without deduction or set-off.
7.2 Bluegator Creative may increase the Charges on an annual basis by 1 month's notice in writing on or after 1 January in each year.
7.3 Time for payment shall be the essence of the Contract. Without prejudice to the foregoing or to any other right or remedy that it may have, if you fail to pay Bluegator Creative on the due date, Bluegator Creative may suspend further provision of the Ordered Package until payment has been made in full.

8 INTELLECTUAL PROPERTY & INDEMNITY
8.1 All intellectual property rights in: (a) the logo design, and (b) the content and images provided by you shall vest in and remain vested in you; you will indemnify Bluegator Creative against all damages, losses and expenses incurred by Bluegator Creative as a result of any action or claim that such rights infringe any applicable laws, regulations or third party rights (in respect of which you will be solely responsible).
8.2 Without prejudice to any other rights or remedies which Bluegator Creative may have, Bluegator Creative shall be entitled to suspend further provision of the Ordered Package (in whole or part) upon becoming aware or receiving notice of any claim (actual or threatened) that either the logo design or the website content or images infringe any third party's rights (including, without limitation, intellectual property rights).
8.3 All intellectual property rights in the coding and tools used or operated as part of the content managed website or its hosting will remain vested in Bluegator Creative and its licensors.
8.4 Clause 8 shall survive termination of the Contract, however arising.

9 LIMITATION OF LIABILITY
9.1 Clause 9 sets out the entire financial liability of Bluegator Creative (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of: (a) any breach of the Contract; (b) any provision or receipt of the Ordered Package (or any part thereof); and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in the Contract limits or excludes the liability of Bluegator Creative: (a) for death or personal injury resulting from negligence; or (b) for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by Bluegator Creative.
9.4 Subject to clause 9.3: (a) Bluegator Creative shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for: loss of profits, business, goodwill, contract, anticipated savings, use and/or similar losses; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and (b) Bluegator Creative's total liability in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to an amount equal to the total charges paid by you under the Contract in the period of 12 months considered retrospectively from the date of the relevant cause of action (or, if shorter, since the Commencement Date).

10 DATA PROTECTION
In this clause 10, Personal Data has the meaning given in the Data Protection Act 1998. Bluegator Creative warrants that, to the extent it processes any Personal Data on your behalf: (a) it shall act only on your instructions; and (b) it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

11 TERMINATION
11.1 Without prejudice to any other rights or remedies which Bluegator Creative may have, Bluegator Creative may terminate the Contract without liability immediately on giving notice to you if: (a) you commit a material breach of any of the terms of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of being notified in writing of the breach; or (b) you (being an individual) become or are deemed bankrupt, or (being a company) pass a resolution, or the court makes an order, that, you be wound up otherwise than for the purpose of bona fide reconstruction or amalgamation, or a receiver, manager, administrative receiver or administrator on behalf of a creditor is appointed in respect of your business or any part thereof, or circumstances arise which entitle the court, otherwise than for the purpose of a bona fide reconstruction or amalgamation, to make a winding-up order.
11.2 On termination of the Contract for any reason: (a) you will immediately pay to Bluegator Creative the full balance of the Charges due to Bluegator Creative up to the end of the Minimum Period (or, if expired, up to the end of the 30 days' notice period); and/o r (b) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

12 FORCE MAJEURE
Bluegator Creative shall have no liability to you under the Contract if it is prevented from or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Bluegator Creative or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

13 GENERAL
13.1 No variation of the Contract shall be valid unless it is in writing and signed by or on behalf of each of the parties.
13.2 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
13.3 Unless provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
13.4 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.5 Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
13.6 You will not, without the prior written consent of Bluegator Creative, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.7 Bluegator Creative may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.
13.8 Nothing in the Contract is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.
13.9 The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.
13.10 All notices shall be in writing and sent by recorded delivery post or facsimile transmission for the attention of the person and to the address or fax number given in the Contract (or such other addresses as may be notified to the other party). If sent by recorded delivery post, it shall be deemed to have been received 2 days after posting, or on the day of despatch if sent by facsimile transmission.

14 GOVERNING LAW AND JURISDICTION
The Contract and any dispute or claim arising out of or in connection with it shall be governed by, and construed in accordance with, the law of Northern Ireland and the parties irrevocably submit to the exclusive jurisdiction of the courts of Northern Ireland.

© Bluegator Creative 2012