1.1. In these Terms the following words have the following meanings:
The Client (You) means the person, firm, company or organization who instructs Sunrise to perform The Services.
The Contract means the terms and conditions set out in this document and The Quotation.
Client Material means material provided by The Client for Sunrise to use in the development of the website.
"Sunrise" means Sunrise Computing Solutions UK Limited (registered number 02383305) whose registered office is The Old Co-Op, Rockley Avenue, Barnsley S70 5QT
The Services means services ( in whole or in part) agreed in the Contract to be delivered to the Client by Sunrise
Domain Name means the website address (URL) chosen by the client to access the website.
The Website means the website created by Sunrise at the Domain Name specified by The Client
Software means the software, applications, navigation models, information architecture, database structures, content management systems, third party applications, software engineering, functionality and other generic components used in the web site design;
The system means proprietary software created by Sunrise including that which enables The Client to update their website.
Bespoke Material means the graphics, icons, text, branding, and other graphical and audio material created by Sunrise under these Terms;
In Writing means by post, facsimile or e-mail.
The Visitor means a third party who has accessed or viewed the website via the Internet.
2.1. The Client wishes to establish a new website at the Domain Name.
2.2. Sunrise is engaged in business as a website developer and has agreed to supply and host a website for The Client upon the following terms and conditions.
3. Duties of Sunrise
3.1 In consideration of appropriate payment by the Client and subject to the terms and conditions of this Agreement, Sunrise agrees:
3.1.1 to develop and deliver the Website as set out in the agreement, and to the agreed timescale.
3.1.2 to advise the Client in relation to the Website Design and the production of the Web Pages
3.2 Where the Client has engaged third party suppliers in the provision of brand identity, design other material, the delivery obligations set out in Clause 3.1 will be conditional on the performance of these third parties.
3.4 Sunrise will provide website hosting
3.5 Sunrise will provide access to The system for The Client to update the website
4. Duties of The Client
4.1 The Client will deliver drafts, concepts, text, graphics, logos, photographs, images, moving images, sound, illustrations and other materials for use in accordance with this Agreement in the agreed format and will use reasonable efforts to ensure that it is correct, and update it when necessary.
4.2 The Client warrants that he/she has provided true accurate, current and not misleading information about themselves in the initial and subsequent registration forms. This information will include an email address that will be used for the client account.
5. Charges & Fees
5.1. The fees will be specified on the Order Form and will include a Setup Fee and an ongoing Monthly Fee.
5.2. The setup fee is payable on completion of the Order Form
5.3. The monthly fees are payable quarterly in advance by Direct Debit.
5.4. The Client agrees that upon delivery of an invoice he/she shall pay all amounts due in full and without deduction set off or counterclaim. Payment is due within 28 days of the date of the rendering of an account. When accounts become overdue interest will be payable on the amount outstanding at a rate of 4% per month above the base lending rate of HSBC Bank plc.
5.5. If a payment is not received after 28 days then Sunrise reserve the right to suspend access to The whole VS systems
5.6. If payment is not received after 56 days then Sunrise reserve the right to suspend access to the Client website.
5.7. The price quoted is exclusive of VAT. Payments shall include VAT at the prevailing rate.
5.8. Sunrise reserve the right to change fees subject to giving one month written notice.
5.9. After the Client website has gone live then changes to the website design completed by Sunrise on behalf of The Client will be charged at our standard hourly rate. Billing will be in units of 15 minutes. For the purpose of clarity the client website has gone live when the website is no longer hosted on a development site and can be viewed from the clients domain name.
5.10. Such work will be tracked using the Sunrise Support Dept to ensure we deliver an excellent service. The Client will be sent an email on the creation, modification and closing of work monitored by a Support Dept. Support Dept fees will be payable by Direct Debit quarterly in arrears.
6. IP Addresses
6.1. Sunrise will maintain control and ownership of the IP address that is assigned to the Client as part of the Services. Sunrise reserves the right to change or remove IP addresses, using its best endeavours to avoid disruption for the Client.
7. Domain Names
7.1. The client is the intellectual owner of the domain name.
7.2. The client grants the usage rights of the domain name to Sunrise for the purpose of hosting the website and provision of email for the duration of the contract.
7.3. In the event of termination of the contract all usage rights of the domain name will revert to The Client.
8. Project Management
8.1. The Supplier will nominate an Account Manager who will respond to the Clients enquiries and manage the Project.
8.2. The Client will nominate a Project Co-ordinator who will co-ordinate with the Account Manager and provide the information and documentation for the proper performance of the Project.
8.3. Sunrise offer the Client technical support by telephone and email between the hours of 9am to 5pm Monday to Friday, excluding bank holidays. The Sunrise systems are monitored 24/7 to ensure maximum system uptime.
9. Operation Of The VS system
9.1. Sunrise will use its reasonable endeavours to preserve the privacy of The VS system. However the responsibility for maintaining security to any accounts, databases and websites via the VS systems rests with the Client who also takes responsibility for anyone whether or not authorised who uses their username and password to access the systems.
10. Software Licence & Rights
10.1. Sunrise grants to the Client and its employees, agents and third party consultants and contractors, a royalty-free, world-wide, non-transferable, non-exclusive licence to use The VS system in object code form only, in accordance with the terms of this Agreement. For the avoidance of doubt, this Agreement does not transfer or grant to the Client any right, title, interest or intellectual property rights in Sunrise's Software.
10.2. The Client grants to Sunrise a royalty-free, world-wide, non-exclusive licence to use the Client Software and all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the Website. For the avoidance of doubt, this Agreement does not transfer or grant to Sunrise any right, title, interest or intellectual property rights in the Client Software or website Content.
10.3. The Client undertakes that he/she will not themselves or through any third party, sell, lease, license or sublicense the Sunrise Software.
10.4. Sunrise may make such copies of the Client Content as may be necessary to perform its obligations under this Agreement, including back up copies of the Content. Upon termination or expiration of this Agreement, Sunrise will destroy such copies of the Content and other materials provided by the Client.
11. Copyright And Intellectual Property Rights
11.1. The Client shall be responsible for ensuring the accuracy of any specifications submitted by the Client,
11.2. The Client shall indemnify Sunrise against all loss, damages, costs and expenses awarded against or incurred by Sunrise in connection with, or paid, or agreed to be paid by Sunrise in settlement of any claim for infringement of Patent, Copyright, design, Trademark, or industrial or intellectual property rights of any other person which results from Sunrise 's use of the Client's specification.
11.3. The Client shall ensure that any necessary permissions, authorisations, licences or consents are obtained at its own expense prior to the Work being carried out and shall indemnify Sunrise against all loss, damages, costs and expenses awarded against or incurred by Sunrise in connection with any claim arising as a result of the Client's failure to obtain any such permissions.
11.4. The Client shall continue to own copyright of any text or graphics provided to Sunrise in connection with the Work that are unique and exclusive to the Client.
11.5. Sunrise shall own and continue to own copyright of any programming language; asp, html, java script, meta content or keywords, graphics, designs, scripts or other creative work produced by Sunrise as part of the work.
12. Data Transmission
12.1. Sunrise may collect, hold, control, use and transmit data obtained from and about the Client and visitors to the Website in the course of providing the web hosting services and the website. By accepting this agreement the Client agrees to such data being so used and further agrees that it may be transmitted to others in accordance with the Company's registration under the Data Protection Act 1998.
13. Acceptable Use Policy
13.1. The Client must comply with the Acceptable Use Policy for his/her website or and other services provided by Sunrise.
13.2. The client or those acting on his/her behalf must not use the Service to obtain unauthorised access to any computer, system or network. Unlawfully accessing or damaging data in a computer is not only a breach of the Acceptable Use Policy but it may also be a criminal offence punishable by fine, imprisonment or both. If you do not have authorisation, you must not:
13.2.1. access or use any data, systems or networks;
13.2.2. probe, scan or test the vulnerability of a system or network;
13.2.3. breach any security or authentication measures for a system or network; or
13.2.4. attempt to gain access to the account of any other user.
13.3. The Client must not use the Service in a manner which interferes with the rights of other users or which breaches Internet etiquette. You must not:
13.3.1. monitor data or traffic on any network or system if you do not have the authorisation of the owner of the network or system to do so;
13.3.2. forge any TCP-IP packet header, any part of the header information or an email source address in an email or newsgroup posting;
13.3.3. provide false user information to Sunrise or other users;
13.3.4. send large amounts of unsolicited or unwanted email to individuals or individual business accounts;
13.3.5. gain access to a person's private information (or attempt to do so); disobey the rules of any newsgroup, forum, email mailing list or other similar group; or
13.3.6. post the same or similar messages to one or more newsgroups (including by excessive cross-posting or multiple-posting, also known as 'spam').
13.4. You must not use the Service in a manner that may interfere with the technical operation of the Service or any other computer, system or network.
13.5. You must not attempt to interfere with the regular workings of Sunrise systems or network connections. Sunrise may override any attempt by you to specify a particular traffic routing pattern. You must not impair the ability of other people to use Sunrise systems or the Internet.
13.6. You must not use the Service as a staging ground to disable other systems.
13.7. In using the Service, you must not break any laws or infringe the rights of other persons. For example, you must not:
13.7.1. distribute or make available any abusive, obscene, defamatory or pornographic material;
13.7.2. distribute or make available any material which would be classified R or X (or refused classification) by the Classification Board; or
13.7.3. copy any material if you do not have the owner's permission to do so.
13.8. To detect and deal with breaches of the Acceptable Use Policy, Sunrise may take the following actions:
13.8.1. Sunrise will co-operate with other Internet service providers to control unacceptable user behavior.
13.8.2. Sunrise may give details of users who are suspected of breaking any laws in connection with the Service to the police and to other law enforcement agencies.
13.8.3. Sunrise may implement technical mechanisms to prevent behavior which breaches this Policy (for example, which block multiple postings before they are forwarded to their intended recipients).
13.8.4. Sunrise may exercise any rights it has under its contract with the Client whose account is being used in breach of this Policy. Such rights include the right to suspend or terminate the Client's use of the Service.
13.8.5. Sunrise may take any other action it deems appropriate, including taking action against offenders to recover relevant costs and expenses.
14.1. The Client acknowledges and agrees that the services and the Sunrise company names and logos and related product and service names, design marks and slogans, are the property of Sunrise or suppliers (collectively, the Marks). The Client is not authorised to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of Sunrise. The Clients use of the Services confers no title or ownership in the Service, the Software or the Marks and is not a sale of any rights in the Service, the Software or the Marks. All ownership rights remain in Sunrise or its third party suppliers, as the case may be
14.2. The Client represents, covenants and warrants that he/she will use the services only in compliance with the Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity or defamation). The Client agrees to indemnify and hold harmless Sunrise against any damages, losses, liabilities settlements and expenses (including without limitation costs and reasonable legal fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to the Clients use of the Services. Although Sunrise has no obligation to monitor the content provided by the Client or the Clients use of the Services, Sunrise may do so and may remove any such content or prohibit any use of the Services it believes may be (or is alleged to be) in violation of the foregoing.
14.4. The Client represents warrants and undertakes that the Client content is:
14.4.1. Legal proper decent honest and accurate and that its compliant with all relevant laws and codes prevailing without limitation the British codes of Advertising Practice and all other codes under the general supervision of the Advertising Standards Agency
14.4.2. Not an advertisement under the Financial Services Act 1986
14.5. The Client represents warrants and undertakes that the Client content and or any site linked to the system;
14.5.1. will not contain obscene indecent or unlawful material nor will sell or offer to sell pornographic, escort services, illegal goods, drugs, pirated computer programming or instructions on how to assemble or otherwise make bombs grenades or other weapons
14.5.2. will not contain material that exploits children
14.5.3. will not contain material that infringes the copyright trademark, database patent, moral or any other intellectual property rights of any third party
14.5.4. complies with all applicable laws
14.5.5. will not contain defamatory libelous or any other untrue material
14.5.6. will not contain any computer virus
14.5.7. will not contain any material likely to harm the reputation or good will of Sunrise
14.6. If in the opinion of Sunrise and at the reasonable discretion of Sunrise it deems any Client content on the systems to contravene or otherwise put the Client in breach of the above then Sunrise may (without prejudice to other rights and remedies available to it remove either the Client content or the relevant Client link).
14.7. Should Sunrise deem that a particular Client is monopolising the services available from Sunrise server or The systems, then Sunrise shall have the right to suspend the operation of that Clients website and the Clients access to The systems. Clients may be offered continued service on payment of an appropriate additional fee.
14.8. The Client agrees that he/she will not upload any malicious code.
14.9. The Client undertakes that he/she will not carry out or attempt any reverse engineering on the Sunrise software.
15. Limitation Of Liability
15.1. Except as expressly provided Sunrise gives no warranty in relation to the provision of services under this Contract and all warranties whether express or implied are hereby excluded.
15.2. Sunrise excludes liability to the full extent as permitted by law to the Client incurred out of or in connection with this contract including without limitation for breach of contract, misrepresentation, loss of profit or goodwill, any special direct indirect or consequential loss.
15.3. Notwithstanding the provisions contained in 15.2 the maximum liability of Sunrise to the Client is £250.
16.1. The Client agrees to defend, indemnify and hold Sunrise its affiliate and related companies harmless from any and all liabilities, costs and expenses, including reasonable legal fees and associated costs, related to any violation of this Agreement by you or users of your account, or in connection with the use of the Sunrise Web Site or the Internet or the placement or transmission of any message, information, software or other materials on the Site or on the Internet by The Client or users of your account.
17.1. Either party can terminate this Contract on giving 3 months notice in writing to the other party.
17.2. Termination by notice under this paragraph does not avoid any liability for Service already provided
17.3. In the event of cancellation of this Contract the Client shall indemnify Sunrise in full against all loss, costs, charges and expenses incurred by Sunrise up to the moment of termination.
18. Breach of Contract
18.1. If The Client commits a breach of this Contract and if it is possible to remedy, fails to remedy the breach within a reasonable time of written notice to do so or if it is not possible to remedy the breach; or Sunrise believes the Contract is being used in a manner prohibited under paragraph 8 even if the Client is unaware that the Contract is being used in such a way Sunrise can terminate this Contract without notice, and claim for the resulting losses or expenses. If Sunrise suspends the Contract, Sunrise can refuse to restore the Contract until Sunrise receives an acceptable assurance from the Client that there will be no further breach of this Contract
19.1. Neither party shall have any right or ability to assign, transfer, or sub-license any obligations or benefit under this Agreement without the written consent of the other (and any such attempt shall be void), except that a party may assign and transfer this Agreement and its rights and obligations under this Agreement to a third party who succeeds to substantially all its business or assets.
20. Website Link
20.1. The Client shall allow Sunrise to add a link to Sunrise into The Clients website, and to include a footer identifying the role of Sunrise as web host
21. Force Majeure
21.1. Sunrise shall not be liable to the Client if it is prevented from or delayed in the delivery of the Goods or performance of the Services due to circumstances beyond the reasonable control of Sunrise including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, riot, civic commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or other reasons.
22. Governing Law And Jurisdiction
22.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties accept the non-exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with this Agreement.
23.1. The Client shall keep in confidence any confidential information relating to the Contract and Quotation obtained from Sunrise and must not disclose such information without Sunrise’s written consent, even after termination of the contract.
24.1. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind 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 (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
24.2. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees.
24.3. This Agreement is drawn up in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.
24.4. If any portion of this Agreement is illegal or unenforceable, such portion(s) be excluded from this Agreement to the minimum extent required and the balance of this Agreement shall remain in full force and effect and enforceable.
24.5. The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
25.1. Upon first use of The websites, databases, leads, systems, the Client is deemed to have read and accepted the terms and conditions herein.