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These are the terms and conditions which will govern the terms on which Aardvark will perform the Services for you (‘the Customer’). They are also deemed to include Aardvark’s acceptable use policy and hosting terms and conditions which are available on request and on our website. By signing this you agree that you have seen and accept them. The Services shall mean all those services which were set out in our letter to you. (‘the Proposal’)

1 Principal duties of Aardvark
In consideration of the payment by the Customer of the prices as set out in the Proposal (‘the Price’) and subject to the terms and conditions of this agreement, Aardvark shall from the date of this agreement carry out on behalf of the Customer the Services by such time as is agreed between Aardvark and the Customer in writing.

2 Project management
2.1 The Customer shall make sure someone is available from its side to co-ordinate with Aardvark at all reasonable times and to provide all information and documentation (including their database for the Website) required by Aardvark for proper performance of the Services and to ensure that such information and documentation is complete and accurate
2.2 Throughout the period of this agreement the Customer shall afford Aardvark’s personnel such access to its premises as the personnel reasonably require to comply with and otherwise fulfil their duties and obligations under this agreement. In particular, the Customer shall make available to Aardvark sufficient working space and provide such facilities as they may reasonably require free of charge

3 Variations
The Customer may at any time request variations to the Services by written notice to Aardvark. Aardvark is not obliged to agree to such requests. It is recognised by the parties that a variation (when agreed by Aardvark) may result in either an increase or decrease in the agreed price and expenses, the size of which shall be as reasonably determined by Aardvark

4 Testing and acceptance
4.1 Following delivery and installation of the website that has been created as part of the Services (‘the Website’), the Customer shall carry out its own testing within 14 days of delivery and installation. If the Customer does consider that the Website has materially failed to pass its testing, it shall promptly give written notice to Aardvark and in any event no later than 3 days following its testing specifying why in its opinion it has failed. If no notice is given to Aardvark in accordance with this clause in 14 days of delivery and installation of the Website the Customer shall be deemed to have accepted the Website in full and Aardvark will have no liability to the Customer for any defect or error in the Website.
4.2 If the Customer serves written notice on Aardvark that the Website has failed its testing pursuant to clause 4.1 but on investigation this proves to be as a result of an error by the Customer, Aardvark shall be entitled to charge for the costs of investigation and of making the changes that are necessary and agreed.

5 Price and payment
5.1 In consideration of performance of Aardvark’s duties under this agreement, the Customer shall pay Aardvark the Price
5.2 All payments to Aardvark by the Customer shall be made within 14 business days after receipt of an invoice from Aardvark. All payments shall be made without deduction or set-off and shall be made in pounds sterling and by a cheque or bank transfer to the account of Aardvark at a bank to be nominated in writing by Aardvark.

6 Intellectual property rights
6.1 The Customer grants to Aardvark a royalty-free, world-wide, non-exclusive licence to use the information and documentation supplied by the Customer (‘the Customer Content’) for the purposes of carrying out the Services.
6.2 Aardvark grants to the Customer a world-wide non-exclusive licence (with no right to transfer or sub-licence) to copy, cache, store, use, distribute, display, communicate, transmit and promote the Content on or through the Website solely for the purposes of carrying on its legitimate business but the code and other intellectual property in the Website (save for that assigned pursuant to 6.3) shall be the absolute property of Aardvark.
6.3 For the avoidance of doubt Aardvark assigns all right title and interest (including all intellectual property rights) in the parts of the Website Content designed or supplied by the Customer which relate solely to the look and feel of the Website.
6.4 The licence referred to in 6.2 shall terminate with no liability to Aardvark where the Customer ceases to host its site with Aardvark and where Aardvark is not in breach of any its hosting terms and conditions or this agreement.

7 Warranties
7.1 The Customer warrants and represents to Aardvark that, so far as the Customer is aware, Aardvark’s use of the Customer Content in accordance with the terms of this agreement will not infringe the intellectual property rights of any third party.
7.2 Save as expressly set out in this agreement all representations, warranties, terms and conditions, whether oral or written, express or implied by law, custom, statute or otherwise and including but not limited to satisfactory quality or fitness for any particular purpose are excluded, save for the statutorily implied terms as to title.

8 Liability
8.1 Notwithstanding any other provision in this agreement, Aardvark’s liability to the Customer for death or injury resulting from his own negligence or that of his employees, agents or sub-contractors shall not be limited.
8.2 Aardvark’s entire liability to the Customer in respect of any breach of his contractual obligations, any breach of warranty, any representation, statement or tortious act or omission including negligence arising under or in connection with this agreement shall be limited to £10,000
8.3 Aardvark shall not be liable to the Customer for any indirect or consequential loss the Customer may suffer, even if the loss is reasonably foreseeable or Aardvark has been advised of the possibility of the Customer incurring it.

9 Termination
This agreement shall terminate:
9.1 on the occurrence of any of the following events and any such event shall be a fundamental breach of this agreement:
9.1.1 failure to pay any amount due under this agreement in full within 5 business days of the due date and to remedy such failure within 3 business days of receipt of written notice to do so;
9.1.2 failure to comply with the terms of any notice of material or repeated breach within the time stipulated; or
9.2 if either party becomes bankrupt or goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of its assets or if either party makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things or any judgment is made against either party or any similar occurrence under any jurisdiction affects such party.

10 Force majeure
If any force majeure delays or prevents the performance of the obligations of either party for a continuous period in excess of one month the party not so affected may give notice to the affected party to terminate this Agreement specifying the date (which shall not be less than 7 days after the date on which the notice is given) on which termination will take effect. Such a termination notice shall be irrevocable except with the consent of both parties and upon termination the provisions of clause 13 applies.

11 Dispute resolution
11.1 If any dispute arising between the parties cannot be resolved within one month of the dispute arising, it may be referred to an expert by either party.
11.2 The expert shall have appropriate qualifications and practical experience to resolve the particular dispute and be agreed by the parties, or if they fail to agree shall be appointed by the President for the time being of the Law Society.
11.3 The parties shall promptly furnish to the expert all information reasonably requested by such expert relating to the particular dispute, imposing appropriate obligations of confidence.
11.4 The expert shall be required by the parties to use all reasonable endeavours to render his decision within 30 days following his receipt of the information requested or if this is not possible so soon thereafter as may reasonably be practicable and the parties shall co-operate fully with the expert to achieve this objective.
11.5 The parties shall share the fees and expenses of the expert equally. The decision of the expert shall be final and binding upon each of the parties.
11.6 The dates set out in the Specification shall be postponed by a period to be agreed between the parties or determined by the expert.
11.7 For the avoidance of doubt the provisions of this clause provide for a form of advanced dispute resolution and are not a reference to arbitration.

12 Waiver
No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power or remedy.

13 Invalidity
If any term or provision in this agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of this agreement and the enforceability of the remainder of this agreement shall not be affected.

14 Governing law and jurisdiction
This agreement shall be governed by and construed in accordance with the law of England and Wales and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales

15 Exclusion of third party rights
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the parties to this agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.