Last modified: 21.4.2017
Our contract of business begins once the 1st stage invoice has been paid.
This Agreement sets out the following terms agreed between Luketom.com and the Customer:
ANNUAL HOSTING (Domains and Websites)
Where applicable (definition: sites and domains hosted by luketom.com) annual hosting charges will apply. Domain hosting can apply to any and all domain names registered on our clients behalf. Domains or websites hosted elsewhere do not qualify for annual hosting charges. Furthermore, domains or websites hosted elsewhere do not qualify for back-ups or updates included in our annual hosting fees. Website hosting is additional to domain hosting, this charge covers the server space space where your website resides, included in our annual hosting are the following services; regular back-ups of all data relating to the website including its database. Essential updates to WordPress and it’s associated essential plug-ins, ongoing spam and malware protection. Non payment of hosting could result in termination of your contract with luketom.com. Should termination occur your site will only be held on our systems for 14 days. Subject to all hosting charges being up-to date, clients can apply to have their website ‘zipped-up’ and supplied to them at any point during their contract with Luketom.com.
1.2 Emails / Mailboxes / Device set up Luketom.com can create mailboxes hosted within a domain on Luketom.com servers. Although, Luketom.com DO NOT offer on site set-up of email accounts for The Customers devices (ie. on smart phones, tablets, laptops, PC’s or macs). However, Luketom.com can provide you with the name and contact details for an affiliated IT support company who can assist in set-up of email accounts on your hardware, inc. cloud support etc.
2.1 This Agreement commences with effect from the date of execution of this Agreement by The Customer, subject always to the acknowledgement by The Customer that Luketom.com’s obligation to commence provision of the services specified within Appendix 1 commences only upon confirmation of acceptance of the terms of this Agreement and upon receipt and clearance of the 33% non-refundable deposit for orders over £1,500 and 50% non refundable deposit for orders below £1,500 of order value as set out with Clause 3.2 below.
3 PAYMENT TERMS
3.1 The Customer agrees to pay to Luketom.com the charges set out within Appendix 2
3.2 The Customer agrees to pay a 33% non-refundable deposit of order value upon execution of this Agreement. Thereafter a further 33% falls due for payment by The Customer to Luketom.com upon design approval or after one month from the date of the order, whichever is the sooner. The Customer agrees to pay the final 34% of the agreed charges upon completion of the service prior to the site going live/site modification and the issue of permanent user names and passwords for the content management system enabling content population.
3.3 Luketom.com reserves the right to charge a reasonable administration fee in the event that any payment made by The Customer is not honoured by The Customer’s bank or building society or in the event of late payment by The Customer of any sums due pursuant to this Agreement. The same criteria apply for 50% deposits.
3.4 Luketom.com may charge interest on the late payment at a rate of 4% above the base rate of Barclays Business Banking for the period from the date on which payment was due until the date on which cleared payment is received by Luketom.com.
4.1 In the event that The Customer instructs Luketom.com to transfer the site to another hosting company, The Customer agrees to make payment to Luketom.com of Luketom.com’s standard transfer fee, such payment to be made in cleared funds before the transfer is to be effected by Luketom.com.
5 CUSTOMER’S OBLIGATIONS
5.1 The Customer agrees that:
(1) All information provided to Luketom.com in connection with The Customer’s business or proposed website content is accurate and is not in any way misleading or offensive;
(2) That Luketom.com may make such information provided by The Customer, available to the public in whatever manner and whatever form considered appropriate by Luketom.com.
(3) The Customer’s business practices do not infringe any law, regulation or rights of any person.
(4) The Customer will be courteous and efficient in all dealings with Luketom.com or persons appointed by Luketom.com.
(5) The Customer will make all payments due to Luketom.com on the due date.
(6) During the term of this Agreement and for a period of three years thereafter The Customer will not hire, attempt to hire, or in any way induce or attempt to induce any employee, supplier, partner or consultant of Luketom.com.
6 DOMAIN NAMES
6.1 It is agreed by the parties that Luketom.com take over The Customer’s domain name/names to deal with invoicing/renewal. Provided that all accounts with Luketom.com are settled the domain name/names remain The Customer’s property. In the event that The Customer retains its own domain name/names then The Customer acknowledges complete responsibility for payment and renewal arrangements.
7.1 Luketom.com may terminate this Agreement with immediate effect by written notice if The Customer:
(1) Commits any material breach of this Agreement and fails to remedy the same within 30 days of request by Luketom.com.
(2) Owes outstanding payments due to Luketom.com.
(3) Becomes bankrupt or insolvent or enters into any arrangement with its creditors.
7.2 The right to terminate this Agreement will be without prejudice to any right or remedy of Luketom.com in respect of the breach concerned, if any, or any other breach.
8 CONSEQUENCES OF TERMINATION
8.1 In the event of the termination of this Agreement on account of reasons set out within Clause 7.1. Luketom.com is under no obligation to release the site nor the site’s domain name to The Customer until full payment of outstanding liabilities has been made.
8.2 In the event of termination of this Agreement in accordance with Clause 7 above Luketom.com is entitled to take down the website and charge The Customer an administration fee for reinstatement upon settlement of the outstanding liabilities by The Customer.
8.3 In the event of termination on account of Clause 7 above. Luketom.com is entitled to terminate all services to The Customer, irrespective of continued payment of hosting fees.
9 INDEMNITY AND LIABILITY
9.1 The Customer agrees to indemnify Luketom.com against claims, losses, costs, demands, liabilities and damages (including without limitation consequential losses, loss of profit and all interest and legal and other professional costs and expenses) arising out of any claim resulting from the publishing of material on The Customer’s website at The Customer’s request or through the publishing of any information by any third party.
9.2 Luketom.com will not be liable to make any payment to The Customer for any delay or failure to meet Luketom.com’s obligations under this Agreement in the event that the delay or failure results from events beyond Luketom.com’s reasonable control. This includes (but is not limited to) events that are within the control of third parties, such as computers, telecommunications, electrical and internet service providers.
9.3 Luketom.com’s total liability to The Customer for any reason is limited to the total amount paid by The Customer to Luketom.com pursuant to this Agreement. Luketom.com does not accept liability for any compensation for loss of business or profits or any other indirect loss.
9.4 It is acknowledged by The Customer that any timescales agreed for the provision of services are estimates only and time shall not be of the essence in this contract (save as to terms for payment).
9.5 Luketom.com is not liable to return any artwork or other material provided by The Customer for the purpose of providing any services to The Customer.
9.6 Luketom.com does not accept responsibility for the truth or otherwise of any statement made on The Customer’s website nor does Luketom.com accept any liability for any hurt or offence caused to any person or company by any statement or opinion expressed on the website nor accept liability for any damages for defamation, loss of reputation or loss of business whether perceived or real caused by any statement made on such website.
9.7 Luketom.com cannot be held responsible for any losses arising howsoever by reason of any website user republishing or distributing information from The Customer’s website and also Luketom.com cannot be held responsible for any infringement of copyright or other intellectual property right caused by publishing material onto the customer’s website and insofar as any such claim arises the customer hereby indemnifies Luketom.com against all losses, liabilities, costs and expenses so arising.
9.8 Luketom.com accepts no liability for temporary suspension of service due to circumstances beyond its control such as (but not limited to) loss of internet service, suspension or failure of hosting services provided by any hosting company employed by Luketom.com at any time, or loss of or failure of any telecommunications services wherever this may occur.
9.9 Where ‘Full Administration’ is requested and granted luketom.com accepts NO responsibility for any accidental loss of data, site down time, or repairs of any kind, luketom reserve the right to invoice any works relating to re-instating the website to its previous status. All works will be charged at our standard hourly rate, plus VAT. Re-instatement can only be carried out upto 14 days prior to the incident.
10.1 The Customer’s website and its contents may incorporate links to the websites and services of third parties. Such links are provided for the web-user’s convenience only, and their provision does not constitute an authorisation by Luketom.com to access such third party websites, nor an endorsement of the content of such third party websites by Luketom.com.
10.2 Luketom.com reserves the right to render The Customer’s website unavailable from time to time for maintenance either on a scheduled or unscheduled basis.
11.1 The parties agree to keep the existence and content of this Agreement confidential and not to disclose any information relating to this Agreement to the other party and not disclose such information to any third party.
12 INTELLECTUAL PROPERTY
12.1 The Customer acknowledges that the intellectual property of the website belongs to Luketom.com at all times.
12.2 The Customer acknowledges that the intellectual property referred to within Clause 12.1 above includes the source code and functionality of the website, and further acknowledges that Luketom.com has the right to encrypt the intellectual property.
12.3 The ownership of the content and copyright of the website is transferred to The Customer from Luketom.com upon payment of the final sum due upon completion of the Service, subject always to clauses 12.1 and 12.2 above.
13.1 The names and logos identifying The Customer’s website and Luketom.com and its products and services are proprietary marks of Luketom.com and nothing in this Agreement shall confer on The Customer or any other third party any licence to use any such mark or any other intellectual property right of Luketom.com.
14.1 Luketom.com reserves the right to assign its interest in this Agreement.
14.2 This Agreement shall not be assigned by The Customer without the prior written consent of Luketom.com.
15.1 This Agreement may only be varied provided that any such variation is agreed by both parties and recorded in writing by them.
16 NATURE OF COMPLETE AGREEMENT
16.1 This Agreement represents the entire understanding of the parties relating to all matters referred to herein, and supersedes all other understandings, written or oral, relating thereto.
17 GOVERNING LAW
17.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales,and any disputes arising herefrom shall be exclusively subject to the jurisdiction of the Courts of England and Wales.