1.1 All Services of Moirae Limited, whether gratuitous or not, are
supplied subject to these Conditions and:
(a) the provisions of Part I shall apply to the provision of all
and any Services.
(b) the provisions of Part II shall only apply to the provision of
Website Hosting Services.
(c) the provisions of Part III shall only apply to the provision
of Web Development Services.
PART I - GENERAL CLAUSES
2.1 "Company" shall mean Moirae Limited its successors and assigns
or any person acting on behalf of and with the authority of Moirae
2.2 "Client" shall mean the person or entity described as such on
the invoices, application for credit, project quotation, work
authorisation or any other forms to which these terms and
conditions apply, and shall include any person acting on behalf of
and with the authority of such person or entity
2.3 "Guarantor" means that person (or persons), or entity, who
agrees to be liable for the debts of the Client on a principal
2.4 "Materials" shall mean all data, graphics, pictures, trade
marks, software and other materials to be incorporated in the
Client‟s Website (including, but not limited to), user data created
by the operation of the Client‟s Website.
2.5 "Services" shall mean all services supplied by the Company to
the Client and includes any advice or recommendations, (and where
the context so permits shall include any supply of Goods as
hereinafter defined) and are as described on the invoices, project
quotation, sales order, or any other forms as provided by the
Company to the Client.
2.6 "Price" shall mean the cost of the Services as agreed between
the Company and the Client subject to clause 6 of this
2.7 "Prohibited Content" means any content on a Website
(a) is, or could reasonably be considered to be, in breach of the
Broadcasting Act 1990; or any other applicable law or applicable
industry code; or
(b) contains, or could reasonably be considered to contain, any
misrepresentations; or is, or could reasonably be considered to be,
misleading or deceptive, likely to mislead or deceive or otherwise
(c) is, or could reasonably be considered to be, in breach of any
person‟s Intellectual Property Rights.
2.8 "Website" means a location which is accessible on the Internet
through the World Wide Web and which provides multimedia content
via a graphical User Interface.
3. Application of these terms and conditions to
3.1 Where the Client buys Goods as a consumer these terms and
conditions (in particular clauses relating to Risk, Disclaimer,
Defects, Returns, Warranties, and Limitation of Liabil-ity) shall
be subject to any laws or legislation governing the rights of
consumers and shall not affect the consumer‟s statutory
4.1 Any instructions received by the Company from the Client for
the supply of Services and/or the Client‟s acceptance of Services
supplied by the Company shall constitute acceptance of the terms
and conditions contained herein.
4.2 Where more than one Client has entered into this agreement,
the Client‟s shall be jointly and severally liable for all payments
of the Price.
4.3 Upon acceptance of these terms and conditions by the Client
the terms and conditions are irrevocable and can only be rescinded
in accordance with these terms and conditions or with the written
consent of the manager of the Company.
4.4 None of the Company‟s agents or representatives are authorised
to make any representa-tions, statements, conditions or agreements
not expressed by the manager of the Com-pany in writing nor is the
Company bound by any such unauthorised statements.
4.5 The Client undertakes to give the Company not less than
fourteen (14) days prior written notice of any change in the
Client‟s name and/or any other change in the Client‟s
5.1 The Services are as described on the invoices, project
quotation, work authorisation, sales order or any other work
commencement forms as provided by the Company to the Client.
6. Price And Payment
6.1 At the Company‟s sole discretion the Price shall be
(a) as indicated on invoices provided by the Company to the Client
in respect of Services supplied; or
(b) the Company‟s quoted Price (subject to clause 6.2) which shall
be binding upon the Company provided that the Client shall accept
in writing the Company‟s quotation within thirty (30) days.
6.2 Any variation from the project quotation, plan of scheduled
works or specifications will be charged for on the basis of the
Company‟s quotation and will be shown as variations on the invoice.
Payment for all variations must be made in full at their time of
6.3 A link to Company will appear in either small type or by a
small graphic at the bottom of the Client‟s website. If a graphic
is used, it will be designed to fit in with the overall site
design. If a client requests that the design credit be removed, a
nominal fee of 10% of the total de-velopment charges will be
applied. When total development charges are less than £5000, a
fixed fee of £500 will be applied
6.4 At the Company‟s sole discretion:
(a) payment shall be due on delivery of the Services; or
(b) payment shall be due before delivery of the Services; or
(c) payment for approved Clients shall be made by instalments in
accordance with milestones achieved as stated on the Company‟s
6.5 At the Company‟s sole discretion a deposit may be
6.6 The Company may submit a detailed payment claim at intervals
not less than one month for Services performed up to the end of
each month. The value of Services so performed shall include the
value of any variations, whether or not the value of such
variations has been finally agreed between the parties.
6.7 Time for payment for the Services shall be of the essence and
will be stated on the invoice, project quotation or any other order
forms. If no time is stated then payment shall be due thirty (30)
days following the date of the invoice.
6.8 The Company may withhold delivery of the Services until the
Client has paid for them, in which event payment shall be made
before the delivery date.
6.9 Payment will be made by cash, or by cheque, or by direct bank
transfer (BACS), or by any other method as agreed to between the
Client and the Company.
6.10 VAT and other taxes and duties that may be applicable shall
be added to the Price except when they are expressly included in
7. Delivery Of Services
7.1 At the Company‟s sole discretion delivery of the Services
shall take place when:
(a) the Client takes possession of the Services at the Company‟s
(b) the Client takes possession of the Services at the Client‟s
address or other address nominated by the Client (in the event that
the Services are delivered by the Company or the Company‟s
nominated carrier); or
(c) the Materials or Services are made available on the
7.2 Delivery of the Materials or Services to a third party
nominated by the Client is deemed to be delivery to the Client for
the purposes of this agreement.
7.3 The Company may deliver the Materials or Services by separate
instalments. Each separate instalment shall be invoiced and paid
for in accordance with the provisions in these terms and
7.4 The costs of delivery are excluded in the Price, unless
otherwise specified in the quotation.
7.5 The failure of the Company to deliver shall not entitle either
party to treat this contract as repudiated.
7.6 The Company shall not be liable for any loss or damage
whatever due to failure by the Company to deliver the Services (or
any of them) promptly or at all.
8.1 If the Company retains property in the Services nonetheless,
all risk for the Services passes to the Client on delivery.
9. Defects, Errors and Omissions
9.1 The Client shall inspect the Services on delivery and shall
within seven (7) days notify the Company of any alleged defect,
error, omission or failure to comply with the description or quote.
The Client shall afford the Company an opportunity to inspect the
Services within a reasonable time following delivery if the Client
believes the Services are defective in any way. If the Client shall
fail to comply with these provisions the Services shall be presumed
to be free from any defect or damage. For defective Services, which
the Company has agreed in writing that the Client is entitled to
reject, the Company‟s liability is limited to re-placing the
9.2 For Materials not manufactured by the Company, the warranty
shall be the current warranty provided by the manufacturer of the
Materials. The Company shall be under no liability whatsoever
except for the express conditions as detailed and stipulated in the
10. Search Engine Optimisation Services (SEO), Domain
Names and Pay Per Click Campaign Management
10.1 For any Search Engine Optimisation Services, as outlined on
the quotation, sales order, proposal or any other form the Company
to the Client, the Company will, to its best en-deavours optimise
the Client‟s website to achieve a high ranking for any website
10.2 The Client agrees that the Company does not represent or
warrant that the Client‟s website will achieve a favourable
position, or any position, within a particular search engine and
10.3 The Client agrees that no guarantees by the Company can be
made to the favourable SEO rankings achieved or the timescales for
which any favourable SEO rankings can be achieved.
10.4 The Client agrees that the Company may purchase domain names
on behalf of the Client. Payment and renewal of those domain names
is the responsibility of the Client. The Client indemnifies the
Company against loss, cancellation or otherwise of the domain
brought about by non or late payment. The Client shall keep a
record of the due dates for payment to ensure that payment is
10.5 For any Pay Per Click Campaigns as outlined on the written
agreement on the quotation, sales order or any other form the
Company to the Client, the Client agrees;
(a) that the Company will set up the campaign as per the written
(b) to specify, in writing, to the Company the maximum monthly
chargeable budget made by the 3rd party search engine provider to
the Client; and
(c) to specify, in writing, to the Company any specific parameters
relating to the campaign.
10.6 In the event that the Client fails to notify the Company of
any budgets and other parame-ters as outlined in clause 10.5, or
the Client makes any direct changes to the pay per click campaign
with the 3rd party search engine provider, the Client agrees to be
bound by the charges made by the 3rd party search engine provider
and understands that these charges may have no limit.
11. Client's Disclaimer
11.1 The Client hereby disclaims any right to rescind, or cancel
the contract or to sue for damages or to claim restitution arising
out of any misrepresentation made to him by any servant or agent of
the Company and the Client acknowledges that he buys the Services
relying solely upon his own skill and judgement.
12. Sale of Goods Act 1979 and Supply of Goods and
Services Act 1982
12.1 This agreement is subject to the provisions of the Sale of
Goods Act 1979 and the Supply of Goods and Services Act 1982 (or
any replacement or re-enactment thereof) in all cases except where
the Client is contracting within the terms of a trade/business
(which cases are specifically excluded).
12.2 Notwithstanding clause 12.1 nothing in this agreement is
intended to have the effect of contracting out of any applicable
provisions the Sale of Goods Act 1979 and the Supply of Goods and
Services Act 1982 or any laws or legislation governing the rights
of consumers, except to the extent permitted by those Acts, laws or
13. Intellectual Property
13.1 Notwithstanding anything herein, the Intellectual Property
Rights in the Com-pany‟s Materials and the Company‟s Routines do
not vest in the Client and there is no as-signment of the
Intellectual Property Rights in the Company‟s Materials or the
Company‟s Routines to the Client. The Company hereby grants to the
Client an irrevocable, non-exclusive and non-transferable licence
to use and reproduce the Company‟s Materials and Company‟s Routines
for the purposes of this agreement only.
13.2 The Client warrants that all designs, graphics, images,
photographic (digital or otherwise) images, samples,
specifications, typewritten or other good copy or instructions
provided by the Client to the Company will not cause the Company to
infringe any patent, licence, reg-istered design or trademark in
the execution of the Clients order.
13.3 The Client indemnifies the Company against any claim by a 3rd
party made for use of any designs, graphics, images, photographic
(digital or otherwise) images, samples, specifica-tions,
typewritten or other good copy or instructions provided by the
Client to the Company.
13.4 Where the Company has provided photographic or graphical
(digital or otherwise) images for the Client, at the Company‟s sole
discretion any such images may be subject to ongo-ing licence
payments for use of such images. The period of any such licence is
determined by the Company from time to time.
14. Default & Consequences of Default
14.1 Interest on overdue invoices shall accrue from the date when
payment becomes due daily until the date of payment at a rate of
2.5% per calendar month and such interest shall compound monthly at
such a rate after as well as before any judgment.
14.2 The Company may charge interest on overdue invoices in
accordance with the Late Payment of Commercial Debts (Interest) Act
14.3 If the Client defaults in payment of any invoice when due,
the Client shall indemnify the Company from and against all costs
and disbursements incurred by the Company in pursu-ing the debt
including legal costs on a solicitor and own client basis and the
Company‟s collection agency costs.
14.4 Without prejudice to any other remedies the Company may have,
if at any time the Client is in breach of any obligation (including
those relating to payment), the Company may sus-pend or terminate
the supply of Goods to the Client and any of its other obligations
under the terms and conditions. The Company will not be liable to
the Client for any loss or dam-age the Client suffers because the
Company has exercised its rights under this clause.
14.5 If any account remains overdue after thirty (30) days then an
amount of (£20.00) shall be levied for administration fees which
sum shall become immediately due and payable.
14.6 Without prejudice to the Company‟s other remedies at law the
Company shall be entitled to cancel all or any part of any order of
the Client which remains unfulfilled and all amounts owing to the
Company shall, whether or not due for payment, become immediately
payable in the event that:
(a) any money payable to the Company becomes overdue, or in the
Company‟s opinion the Client will be unable to meet its payments as
they fall due; or
(b) the Client becomes insolvent, convenes a meeting with its
creditors proposes or enters into an arrangement with creditors, or
makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or
similar person is appointed in respect of the Client or any asset
of the Client.
15.1 It is the intention of the Company and agreed by the Client
that property in the Services shall not pass until:
(a) the Client has paid all amounts owing for the particular
(b) the Client has met all other obligations due by the Client to
the Company in respect of all contracts between the Company and the
Client, and that where practicable the Services shall be kept
separate until the Company shall have received payment and all
other obliga-tions of the Client are met.
15.2 Receipt by the Company of any form of payment other than cash
shall not be deemed to be payment until that form of payment has
been honoured, cleared or recognised and until then the Company‟s
ownership of rights in respect of the Services shall
15.3 It is further agreed that:
(a) until such time as ownership of the Services shall pass from
the Company to the Client the Company may give notice in writing to
the Client to return the Services or any of them to the Company.
Upon such notice the rights of the Client to obtain ownership or
any other interest in the Services shall cease.
(b) the Company shall have the right of stopping the Services in
transit whether or not delivery has been made; and
(c) if the Client fails to return the Services to the Company then
the Company or the Com-pany‟s agent may enter upon and into land
and premises owned, occupied or used by the Client, or any premises
as the invitee of the Client, where the Services are situated and
take possession of the Services.
(d) the Client is only a bailee of the Services and until such
time as the Company has received payment in full for the Services
then the Client shall hold any proceeds from the sale or disposal
of the Services on trust for the Company.
(e) the Client shall not deal with the money of the Company in any
way which may be adverse to the Company.
(f) the Client shall not charge the Services in any way nor grant
nor otherwise give any interest in the Services while they remain
the property of the Company.
(g) the Company may require payment of the Price or the balance of
the Price due together with any other amounts due from the Client
to the Company arising out of these terms and conditions, and the
Company may take any lawful steps to require payment of the amounts
due and the Price.
(h) the Company can issue proceedings to recover the Price of the
Services sold notwithstand-ing that ownership of the Services may
not have passed to the Client.
(i) until such time that ownership in the Services passes to the
Client, if the Services are so converted, the parties agree that
the Company will be the owner of the end products.
16. Security and Charge
16.1 Despite anything to the contrary contained herein or any
other rights which the Company may have howsoever:
where the Client and/or the Guarantor (if any) is the owner of
land, realty or any other asset capable of being charged, both the
Client and/or the Guarantor agree to mortgage and/or charge all of
their joint and/or several interest in the said land, realty or any
other asset to the Company or the Company‟s nominee to secure all
amounts and other monetary obliga-tions payable under these terms
and conditions. The Client and/or the Guarantor acknowl-edge and
agree that the Company (or the Company‟s nominee) shall be entitled
to lodge where appropriate a caveat, which caveat shall be
withdrawn once all payments and other monetary obligations payable
hereunder have been met.
should the Company elect to proceed in any manner in accordance
with this clause and/or its sub-clauses, the Client and/or
Guarantor shall indemnify the Company from and against all the
Company‟s costs and disbursements including legal costs on a
solicitor and own client basis.
the Client and/or the Guarantor (if any) agree to irrevocably
nominate constitute and appoint the Company or the Company‟s
nominee as the Client‟s and/or Guarantor‟s true and lawful attorney
to perform all necessary acts to give effect to the provisions of
this clause 16.1.
17.1 The Company may cancel these terms and conditions or cancel
delivery of Services at any time before the Services are delivered
by giving written notice. The Company shall not be liable for any
loss or damage whatever arising from such cancellation.
17.2 The Client agrees that any Service Agreement is for a minimum
period of twelve (12) months (except for Website Hosting services
as outlined in clause 25), and will continue thereafter until the
Client provides three (3) months written notice to the Company to
termi-nate the Service Agreement.
18. Data Protection Act 1998
18.1 The Client and the Guarantor/s (if separate to the Client)
authorises the Company to:
(a) collect, retain and use any information about the Client, for
the purpose of assessing the Client‟s creditworthiness or marketing
products and services to the Client; and
(b) to disclose information about the Client, whether collected by
the Company from the Client directly or obtained by the Company
from any other source, to any other credit provider or any credit
reporting agency for the purposes of providing or obtaining a
credit reference, debt collection or of listing a default by the
Client on publicly accessible credit reporting databases.
18.2 The Company may also use information about the Client to
monitor and analyse its business. In this connection the Client
authorises the Company to disclose personal infor-mation to agents
or third parties engaged by the Company.
18.3 The Client consents to the transfer of information outside of
the European Economic Area for the purposes listed above.
18.4 Where the Client is an individual the authorities under
(clause 18.18.1) are authorities or consents for the purposes of
the Data Protection Act 1998.
18.5 The Client shall have the right to request the Company for a
copy of the information about the Client retained by the Company
and the right to request the Company to correct any incorrect
information about the Client held by the Company.
19.1 If any provision of these terms and conditions shall be
invalid, void, illegal or unenforceable the validity, existence,
legality and enforceability of the remaining provisions shall not
be affected, prejudiced or impaired.
19.2 These terms and conditions and any contract to which they
apply shall be governed by the laws of England and Wales and are
subject to the jurisdiction of the courts of England and
19.3 The Company shall be under no liability whatever to the
Client for any indirect loss and/or expense (including loss of
profit) suffered by the Client arising out of a breach by the
Com-pany of these terms and conditions.
19.4 The Company shall be under no liability whatever to the
Client for any indirect loss and/or expense (including loss of
profit) suffered by the Client arising out of a breach by the
Com-pany of these terms and conditions.
19.5 The Company shall accept no responsibility for any
alterations caused by a third-party occurring to the Client‟s
Website‟s pages once installed. Such alterations include, but are
not limited to additions, modifications or deletions.
19.6 In the event of any breach of this contract by the Company
the remedies of the Client shall be limited to damages. Under no
circumstances shall the liability of the Company ex-ceed the Price
of the Services.
19.7 The Client shall not set off against the Price amounts due
from the Company.
19.8 The Company may license or sub-contract all or any part of
its rights and obligations without the Client‟s consent.
19.9 The Company reserves the right to review these terms and
conditions at any time and from time to time. If, following any
such review, there is to be any change in such terms and
conditions, that change will take effect from the date on which the
Company notifies the Client of such change.
19.10 Neither party shall be liable for any default due to any act
of God, war, terrorism, strike, lock-out, industrial action, fire,
flood, drought, storm or other event beyond the reasonable control
of either party.
19.11 The failure by the Company to enforce any provision of these
terms and conditions shall not be treated as a waiver of that
provision, nor shall it affect the Company‟s right to sub-sequently
enforce that provision.
PART II: WEBSITE HOSTING
20.1 Unless expressly included in the agreement Hosting Services
does not include the building or development of a Website.
20.2 Third party applications installed via a third-party are
(a) free with Hosting Services; and
(b) as is with no warranty; and
(c) with no technical support (this can be purchased on an ad hoc
21. What The Company Will Do
21.1 The Company will, at its sole cost and expense:
(a) host the Client Website on the Company‟s webserver;
(b) ensure that from the Live Date:
(i) sufficient capacity is maintained on the Company‟s webserver
to enable Users access to the Client Website in a timely
(ii) the Client Website is accessible to Users in accordance with
the Service Levels (subject to reasonable downtime for server
maintenance which has been notified to the Client prior to the
commencement of the downtime or Website Maintenance in accordance
with Clause 18.1(c));
(c) provide the Client with reasonable electronic access to the
Client Website to perform maintenance services.
22. What The Company Will Not Do Acceptance
22.1 The Company will not:
(a) alter or amend, or permit any person to alter or amend the
Client‟s Website without the written consent of the Client;
(b) post or display on the Client‟s Website any advertisement,
sponsorship or promotion without the written consent of the
(c) use any user data for marketing, referral or other purposes
except as expressly authorised by this agreement;
(d) sub-licence, rent, time-share, lease, lend or grant any rights
to use the Client‟s Website; or
(e) assign, transfer or authorise anyone else to exercise the
rights in any licence granted pursuant to this agreement.
23. What The Client Will Do
23.1 The Client will, at its sole cost and expense:
(a) develop and maintain the Client‟s Website;
(b) provide the Client‟s Materials to the Company, in such form as
reasonably prescribed by the Company from time to time, and hereby
grants the Company a non-exclusive, world wide, irrevocable licence
to use the Client‟s Materials for the purposes of hosting the
(c) do all things reasonably necessary to enable the Company to
host the Client‟s Website on the Company‟s webserver;
(d) ensure that the Client‟s Materials supplied to the Company do
(i) Prohibited Content; and
(ii) a link to any Website that contains Prohibited Content;
(iii) any viruses, trojan horses, worms, time bombs or any other
software program or routine designed for or capable of interfering
with the operation of the Hosting Services.
(e) provide the Company (unless otherwise specified in the project
quotation or any other work commencement forms) any text in
electronic format (ASCII text files delivered on floppy disk or via
e-mail or FTP) and provide all physical photographs and other
graphics in high quality print suitable for scanning or
electronically in .gif, .jpeg, .png or .tiff format. Although every
reasonable attempt shall be made by the Company to return to the
Client any images or printed material provided for use in creation
of the Client‟s Website, such return cannot be guaranteed.
23.2 In the event that the Client‟s Website is to be installed on
a third-party server, the Client will grant the Company a temporary
read/write access to the Client's storage directories which must be
accessible via FTP. Subject to the specific nature of the project,
other resources may also need to be configured on the third-party
24. Acceptance What The Client Will Not Do
24.1 The Client will not do anything that prevents or hinders the
Company from providing hosting services to any other person.
25. Termination of Website Hosting Services
25.1 The Client shall provide six (6) months written notice to the
Company to terminate the Website Hosting service.
25.2 The Client agrees that any Website hosting services is for a
minimum service period as stated on the invoice, project quotation
or any commencement forms (and where no mini-mum service period is
stated, the minimum service period will be for a period of six (6)
months), and shall continue on an ongoing basis thereafter.
25.3 In the event that the Client terminates any Website hosting
(a) without providing six (6) months written notice of termination
to the Company, the Client shall be charged a Price equivalent to
six months Website hosting charges; or
(b) prior to the end of a six (6) months termination period as
previously placed in writing to the Company, then the Client shall
be charged a Price equivalent to the time remaining to the end of
the termination period.
PART III: DEVELOPMENT OF THE WEBSITE
26. Termination of Website Hosting Services
26.1 Upon approval of the specifications and quotation in
accordance with this agreement, the Company will:
(a) use its best endeavours to develop the Website in accordance
with the development stages; and
(b) to the extent specified in the specifications, negotiate and
procure third party agreements on behalf of the Client.
27. What The Client Will Do
27.1 The Client will, in addition to any other obligations
expressed in this agreement, have the following
(a) provision of all data to be incorporated into the Website;
(b) provision of logos, designs, graphic and related materials to
be incorporated into the Website; and
(c) provision of any other information, ideas or suggestions which
are to be expressly consid-ered by the Company in developing the
26.2 The Client will ensure that the Company is given such
information and assistance as the Company reasonably requires to
enable it to construct and maintain the Website.
26.3 The Company will not be responsible for, and accepts no
liability for, any deficiency or alleged deficiency in the Website
which is attributable to:
(a) incorrect information provided by the Client, either pursuant
to this clause or otherwise; or
(b) failure by the Client to provide relevant information, either
pursuant to this clause or otherwise; or
(c) any third party Materials used by the Company in creation of
26.4 The Client will ensure that the Company is given such
information and assistance as the Company reasonably requires to
enable it to construct and maintain the Website
28.1 Subject to clause 28.2, the Company will provide the
maintenance services in accordance with the maintenance terms set
out in the Company‟s maintenance schedule.
28.2 The Client will procure all necessary authorisations,
licences and consents to enable the Company to have access to the
Website in order to provide the maintenance services.