Development Terms and Conditions
1. General
1.1. These terms and conditions together with any Quotation or Development Specification given to the customer form the contract between Senet Ltd and the customer. These terms supersede any prior verbal agreement. Any deviation from these terms must be agreed in writing on the order form.
1.2. Senet Ltd is not responsible for the performance of third party services that are introduced to the customer.
1.3. The customer agrees that Senet Ltd can use the customer’s company name in its own customer list. If the customer does not wish to appear on the Senet Ltd customer list, Senet Ltd will remove them at the customer’s request.
1.4. The customer agrees to credit Senet Ltd in the footer of every page of the site or within a prominant location in any application by displaying a text hyperlink back to the Senet Ltd website.

2. Duties
2.1. The customer's signature on the quotation order form is evidence that it will:
2.1.1. Provide all data reasonably required by Senet Ltd necessary to complete the contract within a reasonable period of time.
2.1.2. Maintain a retrievable record, copy or original, of all data provided to Senet Ltd, who will not be responsible for loss or damage to any data.
2.1.3. Use the product or service provided by Senet Ltd only for the purposes of its own business.
2.1.4. Not sell or franchise the product or service to any third party without express permission from Senet Ltd.
2.2. The customer warrants that it owns all the data required for the services to be performed hereunder and has absolute rights to use such data for such purposes.
2.3. For development projects a Specification will be agreed which will detail customer expectations and the anticipated time length of the project. Failure on behalf of the customer to meet these expectation deadlines may result in a delayed project. At the discretion of Senet Ltd an interim payment of the total project value may be charged for projects that are delayed by the customer failing to meet their expectations as detailed in the Project Specification.
2.4. Senet Ltd will:
2.4.1. Act professionally at all times to preserve the customer's intellectual property or other rights in its information or materials.
2.4.2. Comply with reasonable requests of the customer and deal cordially with its representatives.
2.4.3. Be responsible for the accuracy and comprehensiveness of the data supplied in relation to a project.
2.4.4. Use reasonable endeavours to provide within the anticipated time length of the project a site or application that substantially meets the requirements of the Specification. Following completion of the project Senet Ltd will provide to the customer, free of charge, a 1 month site maintenance support service. Any software “bugs”, spelling errors and functionality failures will be rectified free of charge during this period. This service does not include any design modifications, functionality changes or enhancements. Such items are subject to a separately negotiated maintenance agreement or one-off amendment charge.

3. Variations
3.1. The customer may at any time request variations to the Specification by agreed notice to Senet Ltd.
3.2. Within 5 working days of receipt of a request for variation or such other period as may be agreed Senet Ltd shall indicate by agreed notice to the customer the terms upon which Senet Ltd will perform the requested variation, including the effect of the variation on the price payable by the customer.
3.3. If Senet Ltd serves a notice pursuant to 3.2 above the customer shall within 5 working days of the date of Senet Ltd written notice elect by written notice to Senet Ltd whether or not it wishes the variation to proceed. In the absence of a customer's notice Senet Ltd shall assume the variation is not to proceed.

4. Senet Ltd Charges
4.1. The customer will be invoiced in accordance with the agreed timetable.
4.2. At Senet Ltd total discretion interest and compensation on outstanding invoices will be charged either in accordance with The Late Payment of Commercial Debts Regulations 2002 or at the rate of 5% above the base rate of HSBC bank at the date of invoice and/or completion of the contract on the remaining balance of all invoices which are overdue for a period in excess of 30 days.
4.3. All fees quoted are in British pounds sterling and must be paid in this currency.

5. Intellectual Property Rights
5.1. Senet Ltd and its suppliers retain all intellectual property rights, interests and title in and over their designs, products and systems and all trade secrets, copyright, patent rights, ideas and any other intellectual property rights in relation thereto remain the exclusive property of Senet Ltd or its suppliers. For the avoidance of doubt at no time shall any rights, interests or title in any intellectual property pass to the customer without the express written agreement of an authorised signatory of Senet Ltd notwithstanding domain names registered on behalf of the customer.
5.2. Senet Ltd grants to the customer a royalty free, world-wide, non-exclusive license for the following uses of the customer's website or application:
5.2.1. the promotion of the customer's business or activities using the Internet.
5.2.2. the marketing and advertising of the customer's business or activities including the reproduction of screen shots in print and electronic media within the customer's organization and externally.
5.3. The customer is and shall remain fully responsible for all website or application content (text, pictures and other types of information featured on the website or within the application) and is liable to any actions or claims arising out of any actual or alleged infringement of any patent, copyright or trade secret in respect of that content.
5.4. Senet Ltd accepts no liability for any loss, damage, costs or liability suffered by the customer in the event that the use of third party software triggers a claim by any party that their intellectual or other property rights have been infringed. Should Senet Ltd have any rights against the owners of such third party software it will endeavour, at the customer’s expense, to enforce such rights for the customer’s benefit.

6. Domain Names
6.1. The contract for the registration of domains is between the customer and the appropriate Naming Authority. Senet Ltd cannot guarantee that customers will be able to register any requested name and until customers have been given specific confirmation of registration they cannot assume that registration has been affected.
6.2. The responsibility for ensuring that the customer’s choice of domain name does not infringe the rights of a third party lies with the customer. The customer agrees to defend, indemnify and hold harmless Senet Ltd against liabilities arising in respect of any such infringements.

7. Disclaimer
7.1. Senet Ltd entire liability to the customer in respect of any breach of its contractual obligations, any breach of warranty, any representation, statement or tortuous act or omission including negligence arising under or in connection with this agreement shall be strictly limited to one UK pound.
7.2. Senet Ltd will have no further liability for any loss, damage, costs or liability whatsoever which the customer may incur including without limitation lost sales, profits, indirect and or consequential losses. In particular and without limitation Senet Ltd shall not be liable to the customer as a result of any activity caused by computer virus or other malicious software. The customer is strongly advised to have their own anti-virus software in place.
7.2. Senet Ltd will have no further liability for any loss, damage, costs or liability whatsoever which the customer may incur including without limitation lost sales, profits, indirect and or consequential losses. In particular and without limitation Senet Ltd shall not be liable to the customer for firewall configurations, security breaches or compromises. The customer shall remain solely responsible for any security requirements relating to the application, hosting and/or website performance.
7.4. Senet Ltd shall not be responsible for any loss or failure caused by the fault of any Internet service provider or the incompatibility of its software with any third party. Senet Ltd does not represent or warrant that a customer's URL will achieve a favourable position, or any position, within search engines or App Store.
7.5. Neither party to this agreement shall be liable for any failure or delay in performance of this agreement due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.

8. Indemnification
The customer agrees to defend, indemnify and hold harmless Senet Ltd against liabilities arising out of any material supplied by the customer infringing or allegedly infringing on the proprietary rights of a third party.

9. Termination
Senet Ltd will use all reasonable endeavours to complete its obligations under the customer contract. If Senet Ltd is unable to do so for reasons beyond its reasonable control it may terminate the customer contract by giving 10 days notice in writing. In such circumstances, Senet Ltd shall render an invoice for such part of the service or product that has been delivered or completed and not previously billed.

10. Assignment
10.1. The customer shall not assign, transfer or sub-contract the benefit and/or burden of this agreement without the prior written consent of Senet Ltd.
10.2. Senet Ltd may assign, transfer or sub-contract the benefit and/or burden of this agreement.

11. Confidentiality
Each party to this agreement will at all times keep confidential information acquired in consequence of this agreement, except for information which they may be entitled or bound to disclose under compulsion of law or where requested by regulatory agencies or to their professional advisers where reasonably necessary for the performance of their professional services.

12. Dispute Resolution
All disputes or differences under or arising out of this agreement may be referred to a single arbitrator to be agreed upon by the parties or in default of agreement by the President for the time being of the Chartered Institute of Arbitrators in accordance with the Arbitration Act 1996.

13. Invalidity
If any provision of this agreement is held to be void or declared illegal, invalid or unenforceable for any reason that provision shall be divisible from this agreement and shall be deemed to be deleted from it and the validity of the remaining provisions shall not be affected.

14. Governing Law
This agreement shall be governed by and construed in accordance with the laws of England and Wales.

version 1.0.2 2014 © Senet Ltd
version 1.0.1 2010 © Senet Ltd (deprecated)