THESE TERMS AND CONDITIONS GOVERN YOUR USE OF THE FIRST
INTERNET WEBSITE (http://www.odhinnschild.com/webdesign).
PLEASE READ THEM CAREFULLY.
If these terms and conditions are unacceptable to you
please leave the site immediately by clicking "Home" on
(1) In these terms and conditions, the "Company" means
O.N.C.Designs™ and the "Client" means the person
or entity which has agreed to purchase goods and/or services
from the Company. The "Work" means the work that
the Client has instructed the Company to carry out pursuant
to this agreement, including development, maintenance and/or
hosting of the Client's website (the "Website")
(as set out in the Client Agreement to which these terms
and conditions are attached), and the "Agreement" means
the overall agreement between the Company and the Client
in relation to the Work including these terms and conditions
("Conditions") and the Client Agreement.
(2) These Conditions take precedence over each conflicting
term and condition which may be put forward by the Client
at any time. These Conditions are available on the Company's
website at all times and should be viewed by the Client
prior to entering into the Agreement. Upon entering into
the Agreement, the Client confirms that it has read these
Conditions and accepts them in their entirety.
(3) The Client and the Company have agreed the basic scope
and nature of the Work prior to entering into the Agreement.
Any changes to the scope and/or nature of the Work after
the Agreement has been entered into shall be agreed by
both the Client and the Company and evidenced in writing.
The Company reserves the right to alter the agreed price
and to extend timescales to reflect the changes in scope
and/or nature of the Work.
(4) The Company reserves the right to control and restrict
any content on the Website and shall have sole discretion
to delete and remove, without advance notice, any information
deemed by the Company as illegal, tortious, false, misleading,
fraudulent, libelous, immoral, offensive or otherwise not
in conformity with the policies and style of the company.
The Client acknowledges that the Company may unilaterally
write or re-write reasonable rules and regulations necessary
for the orderly operation of the Company's network and
that the Client will be bound accordingly.
(5) Although the Company shall have the right to approve
the design, content and links to and from the Website,
the Company assumes no responsibility to do so. The Client
agrees to be solely responsible for the content of the
Website and the accuracy of all information provided therein.
(6.1) The Client grants to the Company an indefinite,
irrevocable, royalty-free, unrestricted right to use, transfer,
modify and maintain content prepared by the Company on
the Website. The Client represents and warrants that: (a)
the use, as contemplated by the Agreement, of the material
supplied by the Client shall not infringe any copyright,
trademark, trade secret or other third party proprietary
right; (b) such material is not blasphemous, offensive
or defamatory or in any other way illegal; and (c) there
is no impediment to the Client's performance of its obligations
(6.2) The Client shall indemnify the Company and keep
the Company at all times fully indemnified from and against
all actions, proceedings, claims, demands, costs (including
without prejudice to the generality of this provision the
legal costs of the Company on a solicitor and own client
basis) and other liabilities however arising directly or
indirectly as a result of any breach or non-performance
by the Client of any Client's undertakings, covenants,
warranties or obligations under the Agreement.
(7) Website production timelines are dependant upon Client
input and approvals at each stage of the development process.
Without this input, development timelines may vary. Whilst
timelines are given in good faith, the Company shall not
be liable for any failure to produce the Website within
a reasonable period following any agreed dates. Time shall
not be of the essence.
(8) The Client acknowledges and agrees that the Company
may provide websites to other persons or businesses including
those in the same or similar line of business as the Client.
(9.1) The Agreement may be terminated by the Company giving
to the Client one month's prior written notice.
(9.2) The Agreement may be terminated forthwith by the
Company giving written notice to the Client if:
9.2.1 the Client fails by the due date to pay any of the
Charges set out in the Order Form or any other fees payable
in accordance with the provisions of the Agreement;
9.2.2 the Client commits any material breach of any terms
of the Agreement or fails to perform any material obligations
on its part under the Agreement;
9.2.3 a voluntary agreement is approved, or an administration
order is made, or a receiver, liquidator or administrative
receiver is appointed over or in respect of any of the
Client's assets or undertaking or a resolution or petition
to wind up the Client is passed or presented (other than
for the purpose of amalgamation or reconstruction) or if
any circumstances arise which entitle a court or a creditor
to appoint a receiver, liquidator or administrative receiver
or to present a winding-up petition or make a winding-up
order or the Client goes into administration.
(10) The Client shall pay for the Work, including all
the website development and related costs specified in
the Order Form without any set-off, deduction or any other
form of withholding. The website development fee and related
expenses are to be paid by a non-refundable deposit upon
execution of the Agreement and the balance upon final approval
by the Client. The annual hosting fee is payable to the
Company one month in advance of the first month when hosting
(11.1) The Client irrevocably agrees and acknowledges
with the Company that all existing and future copyright,
database rights and design rights and other intellectual
property rights in respect of or relating to the Work (including
the Website) will at all times during the continuance and
following the termination of the Agreement vest absolutely
in the Company and that the Client shall not be permitted
to use such intellectual property rights otherwise than
pursuant to the express terms and conditions of Condition
(11.2) The Company grants to the Client a non-exclusive,
non-transferable licence to use the Work for the Client's
own business purposes only during the period commencing
on the Live Date and ending on the date that the Agreement
is terminated pursuant to Condition 9.
(12.1) The Client agrees to hold the Company and its agents
harmless from and against any and all claims and damages,
expenses or liability that arises from or in connection
with the Website, content or activities, including but
not limited to, any attorney fees incurred by the Company.
The Client, if so instructed by First Internet, at its
own cost and expense, shall defend any and all actions,
which may be brought against the Company. The Client's
failure to perform under the terms of this Condition shall
be deemed a waiver of any and all claims, demands for remedies,
or causes of action, including specific performance, which
the Client might otherwise have against the Company and
(12.2) The Client acknowledges and accepts that websites
in general are not error, fault or bug free nor secure
from persons wishing to misuse, tamper with, erase, alter
or in any other way corrupt websites, and the data, information
and records they display, retrieve, collate, transfer or
disseminate and the Client agrees with the Company that
the Company shall have no liability to anyone for any such
occurrences arising in respect of or in relation to the
Website and the Client shall indemnify and keep the Company
indemnified on a full indemnity basis from and against
all liabilities of the Company arising from such occurrences
and arising in respect of or in relation to the Website.
(12.3) Subject to Condition 12.2, the Company warrants
that it will perform all services to be provided to the
Client pursuant to the Agreement with reasonable care and
skill and in accordance with generally-accepted industry
(12.4) The Client acknowledges and accepts that computers
need routine maintenance and sometimes break down, that
the Company cannot control the timing or volume of attempts
to access the Website, and that the Website is provided
on an "as-is, as-available" basis. As a result,
the Company does not guarantee to anyone that the Client
or any third parties will be able to access the Website
or the internet at any particular time and the Client agrees
that the Company shall have no liability to anyone if any
such persons are not able to access the Website or the
internet for any given period of time.
(12.5) Subject to the foregoing, all conditions, warranties,
terms and undertakings, express or implied, statutory or
otherwise, in respect of the provision of the Website,
the Works and the provision of all other services pursuant
to the terms of the Agreement are hereby excluded to the
fullest extent permitted by law.
(13.1) Notwithstanding anything to the contrary in these
Conditions, the Company's liability to the Client for death
or injury resulting from its own or its employees', agents'
or sub-contractors' negligence shall not be limited.
(13.2) Subject to Condition 13.1, the Company's entire
liability under the Agreement shall be limited to damages
of an amount equal to twice the amount of the Charges (exclusive
of VAT) paid by the Client under the Agreement.
(13.3) Subject to Condition 13.1, the Company shall not
be liable to the Client for loss of profits, loss of data,
goodwill or any type of special indirect or consequential
loss (including loss or damage suffered by the Client as
a result of an action brought by a third party) even if
such loss was reasonably foreseeable or the Client had
been advised of the possibility of the Client incurring
(13.4) The Company shall not be liable for any error,
omission, defect or deficiency in any service, which results
from the Client's failure to provide complete, accurate
and current information to the Company. Under no circumstances
shall the Company and its agents be liable to the Client
for breach of the Agreement due to circumstances beyond
the Company's reasonable control, including without limitation,
any downtime regarding computer servers or interruption
of Internet service providers.
(14) No right or remedy conferred upon or reserved by
the Company by this Agreement is intended, and shall not
be deemed, to be exclusive of any other right or remedy
provided or permitted herein, by law or by equity, but
each right or remedy shall be cumulative of every other
right or remedy.
(15) This Agreement shall be interpreted and construed
under the laws of England. The parties agree that any action
brought by either party against the other shall be brought
in England and the parties do hereby waive all questions
of personal jurisdiction or venue for the purpose of carrying
out this provision.
FOR LINKWARE/FREE DOWNLOADS
All graphics provided, including tiles, images, banners,
buttons, bars, and any other graphics included in the set
are for use ONLY with that particular set. They may not
be used in combination with other graphics, other graphic
sets, or for any other purpose. Graphics may NOT be altered
in any way. They may not be used as pieces to create your
own graphics. If this is not clear, please contact us and
we will explain further.
of "altered": Resizing, cutting, mixing &
matching with other sets, etc. Adding your own touch to
an image; i.e. changing colors, putting words on images,
animating images or adding borders.
2. Graphic sets are for personal use only and may not be
used on commercial sites or sites that involve commercial
activities, unless otherwise stated. You may, however,
contact us to request custom sets designed for this purpose.
O.N.C.Designs™ linkware sets may not be used to
construct a post card site..
3. You do not have to use all of the graphics included in
the set. You do not have to use the exact page layout. You
never have to use the title we supply. . .they are for ideas.
However, you must use the exact background.
4. The link must be left in place at the bottom of every
page our graphics and design are used. The link inserted
pointing to O.N.C.Designs™. This link is:
These graphics may not be redistributed, [or 'given away']
in any form. This means you may not display our graphics
and then offer them as downloads from your site.
6. Under no circumstances may these sets be used as stationery
7. If you wish to have unique graphics designed just for
you, please send us a detailed request describing what you
would like. We will then send you a price quote.
8. You may not use the O.N.C.Designs™ file path when
setting up your web page. This is called bandwidth stealing.
It means that you are using our web server to display the
graphics and they charge us for that usage. Instead, download
the graphics to your computer. In your source code, use
your file path when inserting graphic files.
Upload graphic files to YOUR own server.