WEB DESIGN AND SERVICES AGREEMENT
ARTICLE 1: SERVICES
1.1 You agree to engage the IZU IO LTD as an independent contractor to:
1.2 IZU IO LTD shall not be held responsibility for your handling of the “Personal Information” in anyway.
ARTICLE 2: PRICING AND PAYMENT
2.1 In return for the performance of the Services, you shall pay to the IZU IO LTD fees in accordance with IZU IO Service Fees as set out in Quote Attachment 2 (the “Fees”).
2.2 The Fees shall be due and payable within 30 calendar days of the date of an invoice sent electronically to you by the IZU IO LTD.
2.3 Failure TO pay the Fees in full when due will result in immediate suspension of service. If you fail to pay within 60 days of the Fees falling due the service will be terminated and all data deleted.
2.4 If you fail to pay the Fees in full when due, the outstanding Fees shall accrue interest at a monthly rate of 1% on the total outstanding amounts until payment is made in full.
ARTICLE 3: TERM AND TERMINATION
3.1 This Agreement shall be deemed to have come into force on the date you specify as the start date.
3.2 Either party may terminate this Agreement for convenience with 60 days’ notice in writing. The parties acknowledge that:
3.3 Notwithstanding any other term of this Agreement, if either party:
then, the other party may, at its sole discretion and option, terminate this Agreement immediately upon written notice of termination to the first party.
ARTICLE 4: WARRANTIES AND LIMITATION OF LIABILITY
4.1 You warrant to the IZU IO LTD that:
4.2 The IZU IO LTD warrants to you that:
4.3 These express warranties are in lieu of (and therefore neither party shall give) any and all other representations, warranties or conditions, expressed or implied.
4.4 In no event will the IZU IO LTD be liable to you or a third party for any direct, indirect, incidental, special, consequential, or punitive damages in connection with this Agreement or the Services, including business interruption, loss of anticipated contracts, revenues, profits or savings. The IZU IO LTD will have no liability to you for anything done or omitted to be done, in accordance with the terms of this Agreement or instructions properly received from the you, if done in good faith, with reasonable care and without wilful misconduct on the Service Provider’s part.
ARTICLE 5: SERVICE PROVIDER’S RIGHTS
5.1 You acknowledge that software based products and services can suffer from unexpected performance, security, availability and compatibility problems from time to time. Whereas the IZU IO LTD makes the best efforts in selecting software and services (comprising the Bundled Services) that it believes to be the best mix for building the Site and for providing the Services, having conducted exhaustive research and testing, it reserves the right, in exceptional circumstances, to disable immediately any of the Bundled Services or the Site without prior notice if it believes that any of the Bundled Services or the Site has been compromised in any way. The IZU IO LTD further reserves the right to replace or amend any such service and/or the Site where it believes a better alternative has become available.
5.2 The IZU IO LTD reserves the right to display any and all aspects of its creative work in connection with the Services, including sketches, work-in-progress designs and the completed project, on the Service Provider’s portfolio, in articles on websites, in magazine articles and in books, provided that the You ’s name and logo will not be used in such a way without prior consent of the You .
ARTICLE 6: E-COMMERCE (if applicable)
Where e-commerce is required prior to the IZU IO LTD enabling e-commerce capabilities, you shall have carefully reviewed the Site, including the payment gateway, and notified the IZU IO LTD in writing if it is not satisfied that the design, functionality and the total invoiced cost as set out in Attachment 2 meets the You ’s requirements. Further, you will have carefully considered the terms and condition of the payment gateway, agreed to them, and assigned responsibilities for managing it.
ARTICLE 7: HANDLING OF PERSONAL INFORMATION
Notwithstanding Article 1.2, the parties recognize that the IZU IO LTD may, in the course of performing the Services, inadvertently come into contact with certain information about the your customers (including potential customers) or employees that may be classified as the Personal Information as defined by applicable laws. You confirm that you have the primary responsibility to comply with the law and shall hold the IZU IO LTD harmless from and against any damage or expense arising out of any claim or action brought against the IZU IO LTD to the extent that it is based on the actual or alleged breach of the Act by the Service Provider, provided always that the IZU IO LTD complies with the terms of this Agreement.
ARTICLE 8: INTELLECTUAL PROPERTY RIGHTS
8.1 You guarantee that all elements of text, images or other artwork that you provide to the IZU IO LTD for the purpose of the Services (the “Materials”) are either owned by the you, or that you have the relevant permission to use them. In furnishing the Materials to the Service Provider, you shall protect the IZU IO LTD from any claim by a third party that the IZU IO LTD is violating that third party’s Intellectual Property Rights (as defined below).
8.2 The IZU IO LTD guarantees that all elements of the Site are either owned, licenced or developed by us, or that we have the relevant permission to use them for the Site.
8.3 The parties agree that all other legal obligations relating to the Site are in compliance with applicable laws and regulations, including any applicable privacy policies.
In this Agreement, “Intellectual Property Rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.