AC Multimedia Terms of Sale

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Last updated: 23 March 2009

In consideration of the mutual covenants set forth in this Agreement, “the client” and AC Multimedia hereby agree as follows:

1. Development of website/applications. AC Multimedia agrees to develop the website and applications according to the agreed specification.

2. Delivery of website/applications. AC Multimedia will use reasonable diligence in the development of the website and applications and endeavour to deliver to “the client” the completed website by the date specified in the project specification/proposal. “the client” acknowledges, however, that this delivery deadline, and any other delivery milestones listed elsewhere in this document, are estimates, and are not required delivery dates. For the avoidance of doubt, AC Multimedia shall not be liable for any failure to deliver which is due to events beyond its reasonable control. This includes, but not limited to, the provision of content, images, and hosting setup which does not confirm to the delivery deadlines specified.

3. Ownership Rights

3.1 AC Multimedia shall hold all right, title, and interest in and to the website and applications. Specifically, but without limitation, AC Multimedia shall hold all right, title, and interest in and to (a) all graphics, animation, audio components, and digital components of the website and applications, (b) all interfaces, navigational devices, menus, menu structures or arrangements, icons, help and other operational instructions, and all other components of any source or object computer code that comprises the website or applications, (c) all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the website or applications, and (d) all copyrights, patents, trade marks, and other intellectual or industrial property rights in the website or applications or any component or characteristic thereof. “the client” shall not do anything that may infringe upon or in any way undermine AC Multimedia’s right, title, and interest in the website or applications, as described in this paragraph 3.1.

3.2 AC Multimedia hereby grants “the client” a non-exclusive license to use the applications solely on “the client’s” own website. “the client” shall not pass the applications to any third parties or resell any of the applications.

3.3 “the client” shall retain all of its intellectual property rights in (a) any text, images or other components it owns and transmits to AC Multimedia for use in the website, (b) text, images or other components that “the client” may use to populate the website, and (c) any information obtained or derived from orders placed on the website.

3.4 AC Multimedia agrees to keep any information provided by “the client” confidential, save to the extent that such information is in the public domain otherwise than through a breach of this agreement.

4. Compensation. For all of AC Multimedia’s services under this agreement, “the client” shall compensate AC Multimedia, in cash, the amount specified in the total above within thirty (30) days of date of invoice. Title to any items (including intellectual property) supplied under this contract shall only pass when payment has been received in full. In the event “the client” fails to make any of the payments referenced by the deadline set forth in the invoice in full, AC Multimedia have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the agreement, (2) remove the website and/or applications, (3) bring legal action, (4) recover interest on all overdue sums in accordance with the Late Payment of Debts (Interest) Act 1998.

5. Limited Warranty. AC Multimedia warrant the website and applications will conform to the specification in all material respects for three (3) months from delivery. If the website or applications do not conform to the specification in all material respects, “the client” shall notify AC Multimedia immediately. AC Multimedia shall be responsible to correct the website and applications without unreasonable delay, at AC Multimedia’s sole expense and without charge to “the client”, to bring the website and applications into conformance in all material respects with the specifications. This warranty shall be the exclusive remedy available to “the client” for any failure to meet the specification. “the client” waives any other warranty, express or implied. “the client” acknowledges that AC Multimedia do not warrant that the website will work on any platforms not specifically listed in the specification and that the applications are supplied 'as-is', without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for purpose.

6. Limitation on Liability. “the client” acknowledges that AC Multimedia are not responsible for the results obtained by “the client” on the website, nor for any failure to meet the specification due to corrupt data, viruses, “the client’s” updates, failure of the hosting system, or any other event beyond AC Multimedia’s reasonable control. “the client” waives any claim against AC Multimedia for damages, direct, indirect or consequential, and agrees that (with the exception of liability for death or serious injury caused by AC Multimedia’s negligence) in no event shall AC Multimedia’s liability to “the client” exceed the total consideration paid under this contract. Limitation on Liability. “the client” acknowledges that AC Multimedia are not responsible for the results obtained by “the client” on the website, nor for any failure to meet the specification due to corrupt data, viruses, “the client’s” updates, failure of the hosting system, or any other event beyond AC Multimedia’s reasonable control. In no event will AC Multimedia be liable for damages, including any general, special, incidental or consequential damages arising out of the use or inability to use the applications, including, but not limited to, loss or corruption of data, or losses sustained by the developer or third parties, or failure of the software to operate with any other software or systems.

7. Termination. AC Multimedia may terminate this contract immediately if “the client” is in default of his obligations, becomes insolvent or is reasonably likely to become insolvent. In such case AC Multimedia shall be entitled to payment for all work completed and loss of profit on any uncompleted tasks.

8. Binding Effect. This agreement shall be binding upon and inure to the benefit of “the client” and AC Multimedia and their respective successors and assigns, provided that AC Multimedia may not assign any of his obligations under this agreement without “the client’s” prior written consent.

9. Jurisdiction. This contract is governed by English Law and the parties submit to the exclusive jurisdiction of the English Courts. A person or entity who is not a party to this contract has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

10. Quotes. All quotes given are valid for 3 months (90 days) from the date stated on the quote. Quotes are estimates and may change (increase or decrease) as the project develops and specification changes. When costs change “the client” will be notified and approval required prior to any work commencing.

11. Payment. Payment settlement shall be no later than 30 days from the invoice date. AC Multimedia reserves the right to charge interest on late payments and claim compensation for debt-recovery costs. An interest rate of 7% may be charged to late-payments. Interest charged on late payments is outlined in the EU Directive 2000/35/EC. AC Multimedia accepts the following methods of payment: Cheque and direct bank transfer.

Web Hosting and Domain Name Registration

These Terms and Conditions apply to the provision of web site hosting and domain name registration services (“the Services”) by AC Multimedia.

TERMS OF SERVICE

AC Multimedia reserves the right to suspend or cancel a customer's access to any or all of the Services, at any time. AC Multimedia reserves the right to refuse service and / or access to its servers.

AC Multimedia does not allow any of the following content to be stored on its servers:

Illegal Material - including copyrighted works, commercial audio, video, or music files, and any material in violation of any law or regulation.

Adult Material - including all pornography, erotic images, or otherwise lewd or obscene content. (The designation of "adult material" is entirely at the discretion of AC Multimedia.)

Warez - including pirated software, ROMS, emulators, phreaking, hacking, password cracking, IP spoofing, etc; encrypting of any of the above; any sites which provide "links to" or "how to" information about such material.

BANDWIDTH USAGE

AC Multimedia Services are based on a specified amount of bandwidth per Customer per month. In rare cases, a Customer’s website may use bandwidth and/or processor time (“Resources”) to such an extent as to jeopardize the Services for other customers. In such instances, AC Multimedia reserves the right to impose the High Resource User Policy (see below), in the interests of all its customers.

High Resource User Policy
AC Multimedia may implement the following policy at its sole discretion:
When a website is found to be jeopardising the Services for other customers, through its demand on available Resources, AC Multimedia reserves the right to suspend that site immediately. This policy is only implemented in extreme circumstances and is intended to prevent the misuse of our servers. Customers may be offered an option whereby AC Multimedia continues hosting the website for an additional fee.

PAYMENT POLICIES

The Services are invoiced in advance, annually and payment must be received within 30 days from the date of invoice and in any event, prior to commencement of the services. AC Multimedia reserves the right to change prices at any time, but all pricing is guaranteed for the period of prepayment. Payment is due each anniversary year, following the date of the first invoice. Customers will automatically be invoiced again at the end of the prepayment period unless closure notification has already been received.

Should payment not be received within 30 days of invoice date, AC Multimedia reserves the right to suspend all Services until the outstanding debt is cleared. The Customer is responsible for all monies owed on the account from the time it is established to the time that AC Multimedia receives a written cancellation request.

Payment options
AC Multimedia accepts the following methods of payment for its web hosting and domain name registration services: cleared cheque or bank transfer.

CANCELLATION AND REFUNDS

Customers may cancel their account at any time by giving 30 days’ notice in writing. In such event the customers will not be entitled to a refund of any monies paid. AC Multimedia reserves the right to cancel the Service at any time, and in this event the Customer will be entitled to a pro rata refund. If a Customer contravenes these Terms and Conditions and AC Multimedia cancels the service, no refund will be issued. Where an account incurs set-up fees, these charges are non-refundable.

INDEMNIFICATION

The Customer agrees to defend, indemnify, save and hold harmless AC Multimedia, its agents, customers, employees, officers and sub-contractors from any and all demands, liabilities, losses, costs and claims, including reasonable lawyer's fees asserted against AC Multimedia, its agents, its customers, officers and employees and sub-contractors, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Customer, its agents, employees or assigns.

The Customer agrees to defend, indemnify and hold harmless AC Multimedia against any and all demands, liabilities, losses, costs and claims arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with AC Multimedia’s server; (2) any material supplied by the Customer which infringes or allegedly infringes on the proprietary rights of a third party; (3) copyright infringement; (4) any defective products sold to customers from AC Multimedia’s server, and (5) any failure to supply the Service due to any event beyond AC Multimedia reasonable control.

DISCLAIMER

AC Multimedia will not be responsible for any damages the Customer’s business may suffer, including loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by AC Multimedia and its employees. AC Multimedia makes no warranties of any kind, expressed or implied, for the services it provides. AC Multimedia disclaims any warranty of merchantability or fitness for a particular purpose.
AC Multimedia reserves the right to revise its policies at any time.

GENERAL

The Customer agrees that these Terms and Conditions and AC Multimedia's Order Confirmation constitute the entire agreement between the parties. This Agreement shall be governed by English Law.

"AC Multimedia take a pro-active approach and any amendments and additions are processed quickly, on time and to an excellent standard."