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THESE ARE THE STANDARD TERMS AND CONDITIONS  BETWEEN TECHAHEDRON LTD AND THE CLIENT

1.    DEFINITION OF TERMS

TECHAHEDRON – Unit 1, 29A Oldridge Rd, London SW12 8PN trading as TECHAHEDRON LIMITED having its principal place of business at Unit 1, 29A Oldridge Rd, London SW12 8PN, aforesaid
The Client - the entity which enters into a contract with TECHAHEDRON LIMITED
Domain Name - the root address of a website, e.g.  www.webaddress.com. All such names must be registered with the appropriate naming authority, which will usually charge a fee.
Downtime - time when the website is not accessible via the Internet.  This may be because of a technical failure of the Host or because work is being carried out on the site.
Host - the company on whose system the Website physically resides.
Link, Hyperlink - a 'clickable' link embedded on a web page which may take the form of a graphic or text.
Search Engine - a website which contains a directory of websites on the Internet enabling users to find websites by subject matter classification.
Website - a collection of web pages and associated code which forms an integrated presence.
The Work - the subject matter of the contract between the Client and TECHAHEDRON.

2.      FEES

2.1
Fee Payable
The total fee payable shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause 4.3 Approval of Work and Clause 4.4 Rejected Work hereof.  The fee quoted in the contract does not include the cost of domain registration, hosting set up fee or hosting.

2.2
Administration and Maintenance Fees
Administration, if included in the contract, shall be on a month to month basis, with a minimum of £30 payable in any month where updating is necessary.  Fees will be assessed on an hourly basis at £30 per hour or part thereof. No fee will be required in a month where no updating is necessary.  A maintenance service, including security updates and other important software updates, is available at £100 per annum.

3.     DISCLAIMERS
 
3.1
Third Parties
TECHAHEDRON can take no responsibility for services provided by third parties through us or otherwise, including the Hosting of the Client's Website, although TECHAHEDRON will endeavour to ensure that Website downtime is kept to a minimum.
 
3.2
Maintenance and Correction of Errors
TECHAHEDRON takes no responsibility for the functionality or maintenance (unless a maintenance contract is in place) of the Website after the Work has been completed.  Errors (both technical and typographical) attributable to TECHAHEDRON will be corrected free of charge, but TECHAHEDRON reserves the right to charge a reasonable fee for correction of errors for which TECHAHEDRON is not responsible, including, but not limited to malicious modification of the Website by a third party and typographical errors contained in materials provided to TECHAHEDRON by the Client.
 
3.3
Extent of Work
Installation on the Internet is limited to the uploading of all necessary files to the Host, and testing of functionality.  No registration of the Website with Search Engines will be undertaken unless otherwise agreed with the Client.
 
3.4
Consequential Loss
Under no circumstances will TECHAHEDRON be responsible or liable for financial or other loss or damage caused by the failure or use or misuse of its software.  The Client should ensure that data on their site is regularly backed up and that a contingency plan is in place to minimise possible losses as a result of software failure.
 
3.5
Status and Duration of Offers
Proposals and offers are valid for a period of one month from the date issued.  TECHAHEDRON is not bound to honour offers that have expired.  Offers are not legally binding until an acceptable timetable for the work has been agreed by both parties.  This timetable must be agreed within the month that the offer is valid.  If an acceptable timetable has not been approved by both parties within one month of the offer being made, the offer is deemed to have expired.
 
4.    COMPLETION OF WORK AND PAYMENT
 
4.1
Completion of Work
TECHAHEDRON warrants completing the Work in accordance with its Standard Terms and Conditions to the specifications previously agreed with the Client.  TECHAHEDRON will not charge more than the amount previously agreed unless the Client has varied the specifications of the Work since the agreement.  TECHAHEDRON will not undertake changes to the specifications of the Work which would increase the cost, without prior written authorisation from the Client.
 
4.2
Supply of Materials
The Client is to supply all materials and information required for TECHAHEDRON to complete the Work in accordance with the agreed specification.  Such materials may include, but are not limited to, photographs, written-copy, logos and other printed materials.  Where the Client's failure to supply such materials leads to a delay in completion of the work, TECHAHEDRON has the right to extend previously agreed deadlines for the completion of the Work by a reasonable amount.  Where the Client's failure to supply materials prevents progress on the Work for more than 28 days, TECHAHEDRON has the right to invoice the Client for any part or parts of the Work already completed.
 
4.3
Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it.  The Client should notify TECHAHEDRON, in writing, of any unsatisfactory points within 14 days of receipt of such notification.  Any of the Work which has not been reported in writing to TECHAHEDRON as unsatisfactory within the 14 day review period will be deemed to have been approved.  Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the payment under Clause 2.1 Fee Payable will become due.  The Contract will remain in effect until all obligations have been completed in terms of this Clause.

4.4
Rejected Work
If the Client rejects the Work within the 14 day review period, or will not approve subsequent Work performed by TECHAHEDRON to remedy any points reported by the Client as unsatisfactory, and TECHAHEDRON considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and TECHAHEDRON can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment.
 
4.5
Payment
Upon completion of 14 day review period, TECHAHEDRON will invoice the Client for the full payment in accordance with Clause 2.1 Fee Payable hereof, which, in the absence of agreement to the contrary, is to be paid by the Client within 28 days of the date that the invoice was issued.
 
4.6
Remedies for Overdue Payment
If payment has not been received by the due date, TECHAHEDRON has the right to suspend ongoing work for Client, until such time that full payment of the outstanding balance has been received.  If full payment has still not been received 28 days after the due date, TECHAHEDRON has the right to replace, modify or remove the Website and revoke the Client's licence of the Work until full payment has been received.  By revoking the Client's licence of the Work or removing the web site from the Internet, TECHAHEDRON does not remove the Client's obligation to pay any outstanding monies owing.
 
5.    INTELLECTUAL PROPERTY
 
5.1
Offers and Proposals
Offers and proposals made by TECHAHEDRON to potential clients should be treated as trade secrets and remain the property of TECHAHEDRON.  Such offers and proposals or the information contained within them must not be passed to third parties or publicly disseminated without prior written authorization from TECHAHEDRON.  This includes, but is not limited to, technical features, functionality, aspects of the design and pricing information.
 
5.2
Warranty by Client as to Ownership of Intellectual Property Rights
The Client will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other material it supplies to TECHAHEDRON for inclusion on the Website.  The conclusion of a contract between TECHAHEDRON and the Client shall be regarded as a guarantee by the Client to TECHAHEDRON that all such permissions and authorities have been obtained and that the inclusion of such material on the Website would not constitute a criminal offence or civil delict.  By agreeing to these terms and conditions, the Client removes the legal responsibility of TECHAHEDRON and indemnifies the same from any claims or legal actions however related to the content of the Client's site.
 
5.3
Domain Name
Any Domain Name obtained will belong to the Client.  The Client agrees to indemnify TECHAHEDRON, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party.  The Client warrants that the domain name sought is not a trademark of a third party.
 
5.4
Licensing
Once TECHAHEDRON has received full payment of all outstanding invoices and the Work has been approved by the Client in accordance with Clause 4.3 hereof, the Client will be granted a licence to use the Website and its contents.

 5.5
Trade Secrets
Any code that is not freely accessible to third parties and not in the public domain, and to which TECHAHEDRON or their suppliers owns the copyright, may not be copied, published, distributed or passed to any third parties in any form without prior written consent from TECHAHEDRON.  Unless previously agreed otherwise in writing, no modifications may be made by the Client or any third party to code to which TECHAHEDRON or their suppliers owns the copyright.  TECHAHEDRON acknowledges the intellectual property rights of the Client.  Information passed in written form to TECHAHEDRON, and that the Client has indicated is confidential or a trade secret, will not be published or made available in any other way to third parties without the prior written consent of the Client.
 
6.    RIGHTS AND RESPONSIBILITIES
 
6.1
Right to Terminate
TECHAHEDRON reserves the right to refuse or break a contract without prior notice, if it is believed that the Client, their Website, or any material is illegal, immoral or otherwise unacceptable.
 
6.2
Events Beyond the Control of TECHAHEDRON
TECHAHEDRON will not be liable for breach of contract where that breach was due to software, hardware or electrical failure, natural events such as fire or other events beyond the control of TECHAHEDRON.
 
6.3
Supply and Pricing of Services
TECHAHEDRON reserves the right to use whoever it feels appropriate at the time for third party software and services, and to alter its prices as necessary without prior notice and without affecting existing contractual pricing agreements.
 
7.    INTERPRETATION
 
7.1
Jurisdiction
This Agreement shall be governed by the laws of England which shall claim venue and jurisdiction for any legal action or claim arising from the contract between TECHAHEDRON and the Client.  The said contract is void where prohibited by law.
 
7.2
Survival of Contract
Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
 
7.3
Change of Terms and Conditions
These terms & conditions may change from time to time.  The Client will be informed of revisions as and when they are issued.
 
Standard Terms and Conditions v1 18th May 2007




THIS IS THE STANDARD TECHAHEDRON  HOSTING SERVICE AGREEMENT
Updated 1st October 2008

The following agreement is between Techahedron Limited (“TECHAHEDRON”) of Unit 1, 29a Oldridge Rd, London SW12 8PN, England and THEIR BUSINESS NAME ("THE CLIENT")

WHEREAS, TECHAHEDRON is an Internet Service Provider offering storage, processing and transfer of documents and other information over the Internet;

WHEREAS, THE CLIENT seeks to use these servers for its own purposes;

WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, TECHAHEDRON can make no guarantee that any given party shall be able to access the server made available by TECHAHEDRON at any given time. TECHAHEDRON represents that it shall make every good faith effort to ensure that the server is available as widely as possible and with as little service interruption as possible;

NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows;

1. Financial Arrangements:
Length of service. THE CLIENT agrees to an initial minimum one (1) month contractual term of service (“Term”). The length of contract required is based on the type of service desired by the THE CLIENT and shall be determined in agreement  with TECHAHEDRON.

Service start date. The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon TECHAHEDRON's receipt of payment for such first Term of service or upon a mutually agreed upon other date.

Renewal by THE CLIENT. This agreement will automatically renew for successive Terms unless cancelled in writing by THE CLIENT at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by THE CLIENT indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to your account.

Failure to pay. In the case of a web site hosted on a TECHAHEDRON hosting server, failure of THE CLIENT to remit payment to TECHAHEDRON by 28 days after the invoice due date is cause for removal of the THE CLIENT's web site files from the Internet until full payment has been received. By removing the web site from the Internet, TECHAHEDRON does not remove the Client's obligation to pay any outstanding monies owing. THE CLIENT agrees that TECHAHEDRON shall not be held liable for such removal or disconnection.

Refund policy
1.    As detailed above, cancellation by THE CLIENT must be in writing with 30 days notice.
2.    Setup charges are not refundable under any circumstances.
3.    The first Term of service is not refundable under any circumstances.
4.    Refunds of renewal fees paid to TECHAHEDRON shall only be made for fully unused calendar months of service that the THE CLIENT desires to cancel.
5.    THE CLIENT shall not be entitled to any refund of any monies under any circumstances should this agreement be terminated due to a violation of the TECHAHEDRON Terms & Conditions or this Service Agreement as located at http://www.techahedron.co.uk/terms/terms.html

2. Taxes:
TECHAHEDRON shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made from THE CLIENT or TECHAHEDRON's server. THE CLIENT agrees to take full responsibility for all taxes and fees of any nature associated with such products sold.

3. Content:
TECHAHEDRON will exercise no control whatsoever over the content of the information passing through the network except for what is noted in section 9 of this agreement, relating to Lawful Purpose, and with respect to the TECHAHEDRON Terms & Conditions or this Service Agreement.

TECHAHEDRON makes no warranties or representations of any kind, whether expressed or implied for the service it is providing.

TECHAHEDRON also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by THE CLIENT, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of THE CLIENT. Use of any information obtained by way of TECHAHEDRON is at THE CLIENT's own risk, and TECHAHEDRON specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. TECHAHEDRON does not represent guarantees of speed or availability of end-to-end connections. TECHAHEDRON expressly limits its damages to THE CLIENT for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. TECHAHEDRON specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

4. Trademarks & Copyrights:
THE CLIENT warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

5. Age:
THE CLIENT, if an individual, certifies that he or she is of full legal age to enter into this agreement.

6. Policies
THE CLIENT agrees to all terms in the TECHAHEDRON Terms & Conditions and this Service Agreement.
TECHAHEDRON network resources used by THE CLIENT may not be used to impersonate another person or misrepresent authorisation to act on behalf of others or TECHAHEDRON. All messages transmitted by THE CLIENT should correctly identify the sender. Users may not alter the attribution of origin in electronic mail messages or posting. Users must not attempt to undermine the security or integrity of computing systems or networks and must not attempt to gain unauthorised access.

7. Termination:
1.    This Agreement may be terminated by either party, without cause, by giving the other party 30 days written notice. Written notice may be by postal, email or fax transmission. TECHAHEDRON reserves the right to verify all cancellations before terminating service. Notwithstanding the above, TECHAHEDRON may terminate service under this Agreement at any time, without penalty, if THE CLIENT fails to comply with any of the terms of this Agreement.
2.    Termination for any violation of the TECHAHEDRON Terms & Conditions or Service Agreement shall be immediate. TECHAHEDRON may, at its option, cancel or suspend service immediately should it believe THE CLIENT has violated or is about to violate the TECHAHEDRON Terms or this Service agreement located at http://www.techahedron.co.uk/terms or should THE CLIENT fail to remit payment to TECHAHEDRON by THE CLIENT's invoice due date.
3.    THE CLIENT may be liable for certain clean-up fees relating to termination when such termination is due to Unsolicited Commercial E-Mail. Such fees will be at the sole discretion of TECHAHEDRON.
4.    Notice of cancellation. Written notice of cancellation may be by postal mail, email or fax transmission.

8. Limited Liability:
1.    THE CLIENT expressly agrees that use of the Server offered by TECHAHEDRON is at THE CLIENT's sole risk. Neither TECHAHEDRON, its employees, affiliates, agents, merchants licensers or the like, warrant that the Server service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the Server service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the TECHAHEDRON Server service.
2.    Under no circumstances, including negligence, shall TECHAHEDRON, its offices, agents or anyone else involved in creating, producing or distributing TECHAHEDRON's Server service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the TECHAHEDRON Server service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to force majeure, communication failure, theft, destruction or unauthorized access to TECHAHEDRON's records, programs or services. THE CLIENT hereby acknowledges that this paragraph shall apply to all content on TECHAHEDRON's Server service.
3.    Notwithstanding the above, THE CLIENT's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate GBP amount which THE CLIENT paid during the term of this Agreement.

9. Lawful Purpose:
THE CLIENT may only use TECHAHEDRON's Server service for lawful purposes. Transmission of any material in violation of any international or national regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secrets.

10. Indemnification:
THE CLIENT agrees that it shall defend, indemnify, save and hold TECHAHEDRON harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees asserted against TECHAHEDRON, its agents, its customers, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by THE CLIENT, its agents, employees or assigns. THE CLIENT agrees to defend, indemnify and hold harmless TECHAHEDRON against Liabilities arising out of any of the following:

1.    any injury to person or property caused by any products sold or otherwise distributed in connection with TECHAHEDRON's Server service;
2.    any material supplied by THE CLIENT infringing or allegedly infringing on the proprietary rights of a third party;
3.    copyright infringement; and
4.    any defective product which THE CLIENT sold on the Server offered by TECHAHEDRON.

11. Domain Name Ownership, Disputes, and Use
Any domain name registered by TECHAHEDRON on behalf of THE CLIENT is the property of said CLIENT after THE CLIENT has paid TECHAHEDRON any registration fees that TECHAHEDRON has incurred on behalf of THE CLIENT. TECHAHEDRON claims no ownership over CLIENT domain names that THE CLIENT has paid to register. At its option, TECHAHEDRON will either arrange for any billing for names registered by TECHAHEDRON on behalf of THE CLIENT to be sent directly by the registrar or agent thereof to THE CLIENT, or TECHAHEDRON will directly bill THE CLIENT for these registration fees plus applicable expenses, and/or service charges, if any.

THE CLIENT agrees that TECHAHEDRON may be presented with information that THE CLIENT's domain name possibly violates the trademark rights or other intellectual property rights of a trademark or other intellectual property rights owner. In case of such action, THE CLIENT agrees to the following:

THE CLIENT agrees to hold TECHAHEDRON harmless of any action taken by such owner regardless of the outcome of such dispute and regardless of whether Domain Name Service hosting for THE CLIENT's domain is hosted at or continued to be hosted at TECHAHEDRON.

THE CLIENT agrees that TECHAHEDRON has the right to discontinue name service in the event of such dispute over a CLIENT's domain name.

THE CLIENT agrees that should TECHAHEDRON discontinue name service for THE CLIENT's domain upon notification of such dispute that that TECHAHEDRON will not be liable for any loss of business, interruption of business, loss of THE CLIENT's domain name, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if TECHAHEDRON has been advised of the possibility of such damages.

In no event shall TECHAHEDRON's maximum liability exceed one hundred (100.00) GBP.

THE CLIENT agrees that a TECHAHEDRON contact person shall be named as the “technical or zone contact” for any domains hosted at TECHAHEDRON. THE CLIENT agrees that TECHAHEDRON may create and use network resources with THE CLIENT's domain name for administrative, testing, and network infrastructure enhancement purposes.

12. Contract Revisions:
Revisions to this Contract will be considered agreed to by THE CLIENT on renewal of TECHAHEDRON Services as specified in Section 1. Financial Arrangements.

This Agreement and TECHAHEDRON Terms & Conditions constitute the entire understanding of the parties. Any changes or modifications to this Contract are agreed to by the parties upon renewal of services.

This Agreement shall be governed and construed in accordance with the laws of England. Any disputes will be handled by an England and Wales High Court.

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