Terms & Conditions

the small print...

1. Our Services
1.1. We will provide those web development and hosting services identified in the Quotation.
1.2. It is your responsibility to specify the functions, objectives, content, ergonomic requirements, anticipated usage and hosting requirements of the website, in writing, prior to a price being agreed. We shall be entitled to vary or retract any quote issued if your specification changes. We reserve the right to refuse any changes not communicated to us in writing, or which substantially differ from your original specification.
1.3. Upon completing the development of your website, we will use our reasonable endeavours in carrying out testing procedures as appropriate to the technologies used and in accordance with current industry good practice. Upon obtaining test results that are to our satisfaction, we will confirm to you in writing that we believe the website to be ready for your use.
1.4. We may provide software, images, designs and other intellectual property to add functionality and enhance your website. We hereby grant you a non-exclusive non-transferable licence to use such intellectual property for the purposes of operating your website in a reasonable manner for the duration of this agreement and such licence is subject to term 5.5 below.
1.5. Upon completion of our services under this agreement we shall retain ownership of copyright in your website, but we shall grant to you an irrevocable licence to use, modify, disclose and sub-licence such elements of your website as may be subject to such copyright, subject to 1.4 above and 3.1 below.
1.6. In the event of any dispute as to whether term 1.4 or 1.5 applies to any element of the website, term 1.4 shall apply unless it can be demonstrated that such element was produced by us for your sole benefit.

2. Suspension and Termination
2.1. We will continue to provide services to you, and you will be liable to provide payment for those services (and any related costs we incur) unless and until this agreement is either completed or is terminated immediately by written notice.
2.2. We shall be entitled at our discretion to immediately (a) suspend any or all of our services if required to do so to comply with any other legal obligations upon us; or (b) terminate this agreement if: (i) you become insolvent; (ii) you breach any term of this agreement and fail to (or will be unable to) rectify such breach within 30 days; (iii) instruct us to perform any act that would require us to breach our legal obligations; or (iv) it becomes otherwise impracticable for this agreement to continue.
2.3. Following termination of this agreement: (a) we may dispose of all data, software and other materials and information relating to the website 30 days after termination; (b) we will, if requested by you within 30 days of termination (and at your expense) provide you with a copy of such information; (c) we will, if requested by you within 30 days of termination, provide you with a licence to use such of our intellectual property as is necessary for the operation of your website when hosted by a competent third party (such licence being subject to term 5.5 below); and (d) we may replace your website with such notice of termination as is appropriate in the circumstances.

3. Payment by You
3.1. The price stated in the Quotation shall be the sum payable by you.
3.2. Notwithstanding 3.1 above, we may charge you an additional sum and fees in respect of any costs we incur (including all factors which we would reasonably consider in determining a contract price) if you fail to comply strictly with term 1.2 above, and/or seek changes to the specification after this agreement has commenced, and/or if the agreement is terminated under terms 2.1 or 2.2 above (to the extent that future profit is excluded), and/or in respect of our costs under 2.3 above.
3.3. Payment must be made within 30 days of receipt of our invoice.
3.4. Interest will be payable on late payments at the rate of 8% above the base rate of Lloyds TSB Bank PLC.

4. Our liability
4.1. We will use our reasonable endeavours to provide a continuous and fault-free service. However we do not warrant that the service will be continuous or fault-free. All other warranties, whether expressed or implied by law, are excluded.
4.2. After receiving notice under 1.3 above, it is your responsibility to satisfy yourself that the website is free from errors or other imperfections. You must notify us of any action required within 14 days of the issue of notice under 1.3 above.
4.3. We warrant that we will provide a website free from material defects and ready for transfer to an appropriate web site host. All other warranties, whether express or implied by law, are excluded.
4.4. Nothing in these terms shall exclude or restrict our liability for death or personal injury resulting from our negligence.
4.5. We shall not be liable (to the extent allowed by law) for: (a) our non-provision of any service other than those services specified in the quotation; (b) any errors or other imperfections other than those identified by us under term 1.3 or of which we have previously been notified by you under term 4.1; (c) our non-provision of any service other than those services specified in the quotation; or (d) any faults in software provided by third parties where we have taken reasonable precautions in the selection and maintenance of that software.
4.6. In any event we shall not be liable for any loss of business or profit by you, and our total liability under this agreement shall be limited to the amount of any payment received from you for the services we have provided.
4.7. You shall indemnify us for any loss we incur as a result of: (a) our breach of any intellectual property, defamation, marketing, sales, financial regulation or other provisions (being legislation or otherwise) resulting from your instructions to us; (b) you instructing us contrary to any recommendations we make to you; (c) any virus or other malicious code contained in any electronic communication we receive from you or which is sent to us at your request; (d) any server or network downtime in circumstances where we have taken reasonable precautions to minimise any risk to you.

5. General
5.1. "We", "Us" or "Our" shall mean gencon Limited, and our employees or agents.
5.2. "You" or "Your" shall mean our client, as specified in our Quotation.
5.3. Quotation shall mean the document detailing all services to be provided by us and has been agreed by us and you.
5.4. We will treat information received from you as confidential. However you shall authorise us to disclose all information as may reasonably be necessary for us to comply with our obligations, and to exercise our rights.
5.5. You shall treat information received from us as confidential and secure. However you may disclose such information as may reasonably be necessary for you to comply with your legal obligations and to carry out the purpose of this agreement. You undertake to advise us immediately of any breach of this term.
5.6. These terms, the Quotation and the written specification shall form the entire website design agreement between us and you, unless any variations are in writing, make specific reference to these terms, and are signed by both us and you.
5.7. The formation, construction and performance of this contract shall be governed in all respects by English law.