Comfy Computing


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This is the small print for website design contracts,whether written or informal. In the event no formal contract exists the conditions shall be deemed to apply as if such an agreement had been made.

These terms and conditions together with the schedule referred to overleaf when signed by the Contractor (as defined below) comprise together a legal agreement between the client as specified overleaf (“the Client”) and Comfy  Computing Limited Registered Office 23 Gledhow Wood Avenue Leeds LS8 1NY ("The Contractor")
1. The Contractor will design install and maintain an Internet Website of substantially the same nature as that specified in the schedule overleaf during the subsistence of this agreement (“the Website”).
2. The Contractor will provide such tuition as is agreed between the Client and the Contractor (“the Tuition”) for the period specified overleaf during the subsistence of this agreement.
3. The Client will pay to the Contractor the payments specified overleaf in consideration of the services provided above during the minimum period specified overleaf (“the Minimum Period”).  The payments are exclusive of any applicable Value Added Tax, which the Client shall be additionally liable to pay to the Contractor.
4. After the Minimum Period has elapsed this agreement may be determined by either party giving to the other one month’s written notice.
5. In the event of any payment due under this agreement being overdue by more than fourteen days, the full amount of the payments for the Minimum Period will immediately become payable and the Contractor may at his discretion terminate this agreement by giving written notice to the Client at any time.
6. The Client specifically warrants that copyright in any items supplied by it for reproduction, whether pictorial or written, is owned absolutely by the Client and if any claim is made against the Contractor that the use of such items infringes the patent, copyright, design, trademark or other industrial or intellectual property rights of any other person, the Client shall indemnify the Contractor against all loss damages, costs and expenses awarded against or incurred by the Contractor in connection with the claim, or paid or agreed to be paid by the Contractor in settlement of the claim.
7. In view of the nature of the organisation and structure of the Internet the Contractor will use his best endeavours to ensure that a suitable Website remains available at all times but the Contractor shall not be liable to the Client or be deemed to be in breach of this agreement by reason of any delay in performing, or any failure to perform, any of the Contractor’s obligations under this agreement, if the delay or failure was due to any cause beyond the Contractor’s reasonable control.
8. Any dates quoted for completion of the Website, or parts of it, are approximate only, and the Contractor shall not be liable for any delay in completion thereof however caused.  Time for completion shall not be of the essence of this agreement unless previously agreed by the Contractor in writing.
9. Copyright of the Website (apart from any items supplied by the Client for reproduction) and all other industrial or intellectual property rights relating thereto shall remain the property of the Contractor at all times during the term of this agreement and thereafter.
10. The Client shall be responsible to the Contractor for ensuring the accuracy of the terms of this agreement (including any applicable specifications submitted by the Client), and for giving the Contractor any necessary information relating to the website within a sufficient time to enable the Contractor to perform his obligations under this agreement in accordance with its terms.
11. Subject to the conditions set out below the Contractor warrants that the services provided under this agreement will correspond with their specification and will be carried out with reasonable care and skill.
11.1 The above warranty is given by the Contractor subject to the following conditions:
11.1.1 the Contractor shall be under no liability in respect of any loss arising from any item or specification supplied by the client;
11.1.2 the Contractor shall be under no liability if any payment due under this agreement has not been paid;
11.1.3 the Contractor shall be under no liability for any software  not created by the Contractor, in respect of which the Client shall only be entitled to the benefit of any such warranty or guarantee as is given by the creator of the software to the Contractor;
11.2 Except as expressly provided in these conditions and except where the services are provided to the person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11.3 Where any valid claim in respect of any service which is based on any defect in the Website or its failure to meet specification is notified to the Contractor, the Contractor shall be entitled to provide an alternative website free of charge or, at the Contractor’s sole discretion, refund to the Client the price paid for the services (or a proportionate part of the price), but the Contractor shall have no further liability to the Client.
11.4 Except in respect of death or personal injury caused by the Contractor’s negligence, the Contractor shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this agreement, for any indirect, special consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever which arise out of or in connection with the supply of the services, and the entire liability of the Contractor under or in connection with this agreement shall not exceed the price paid by the Client for the services, except as expressly provided in these conditions.
12. If any claim is made against the Client that the Website infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Client, the Contractor shall indemnify the Client against all loss, damages, costs and expenses awarded against or unavoidably incurred by the Client as a direct result of the claim, or paid or agreed to be paid by the Client in settlement of the claim, provided that: the Contractor is given full control of any proceedings or negotiations in connection with any such claim;
12.1 the Client shall give the Contractor all reasonable assistance for the purposes of any such proceedings or negotiations;
12.2 except pursuant to a final award, the Client shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Contractor;
12.3 the Client shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Client may have in relation to such infringement, and this indemnity shall not apply to the extent that the Client recovers any sums under any such policy or cover, which  the Client shall use its best endeavours to do;
12.4 the Contractor shall be entitled to the benefit of and the Client shall account to the Contractor for, all damages and costs awarded in favour of the Client which are payable by, or agreed with the consent of the Client (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
12.5 without prejudice to any duty of the Client at common law, the Contractor shall be entitled to require the Client to take such steps as the Contractor may request to mitigate or reduce any such loss, damages, costs or expenses for which the Contractor is liable
13. In the event of any dispute relating to the suitability of the content structure or appearance of the Website the Contractor will meet the reasonable requirements of the Client but in view of the specialist services provided the interpretation of reasonableness in this context will be decided by the Contractor whose decision shall be binding on both parties.
14. The manner of delivery nature timing content and location of the Tuition shall be solely determined by the Contractor.  In the event that the full allocation of Tuition time is not used by the Client in any month it shall be carried forward and used in subsequent months, but any outstanding unused Tuition time at the expiry or lapse of this agreement will be cancelled.  Tuition time shall be rounded up to half hour units.
15. If pre arranged Tuition time is cancelled by the Client less than seven days in advance the Contractor shall be entitled to deduct the time, including the Contractor’s travelling time to and from the place of Tuition, from the balance of Tuition time due.  If the Contractor cancels the Tuition less than seven days in advance the liability of the Contractor shall be limited to allowing a period of additional Tuition time equivalent to twice the Tuition time cancelled.
16. The Contractor may at his absolute discretion include travelling time to and from the place of Tuition as part of the Tuition time or make an additional charge for his travelling time.
17. The Contractor will keep accurate records of Tuition time and shall provide copies of such records to the Client on request and in the event of a dispute between the parties the Contractor’s records will be deemed to be accurate in the absence of any manifest error.
18. Any forbearance or accidental failure by any party in exercising the terms and conditions herein will not prejudice the right of that party subsequently to exercise the right.
19. If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected.
20. No variation to these conditions shall be binding unless agreed in writing between the Contractor and the Client.
21. Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified to the party giving the notice.
22. This agreement is subject to English law.