• a 50% deposit is to clear into our bank account 30-91-39 00760858 within 7 days of your order being placed. (This covers scheduling and planning, including outlines of strategy and system architecture.)
• The 50% balance is to clear into our bank account 30-91-39 00760858 within 14 days of completion of the work described under the option selected or within 45 days of the project start if work is delayed due to the client or its suppliers not providing necessary information or materials.
  Discounts:
• Quoted prices include a 7.5% discount for settlement in accordance with the above Payment Terms  included in the fees quoted.

Please

• make all cheques payable to Adstock Web and Software Services Ltd and send to us at Technology House, 151 Silbury Boulevard, Central Milton Keynes, MK9 1LH, or
• make bank transfers to Adstock Web and Software Services Ltd at Lloyds TSB, Buckingham, account details 30-91-39 00760858.

Your deposit or any payment, in the absence of your signature, will indicate acceptance of this proposal and the terms and conditions as stated above and in the General terms and Conditions below.

Terms of service 

1. 90 day Guarantee
   Adstock Web and Software Services Ltd. guarantees that any coding errors or errors added to supplied materials (e.g. typos) will be corrected free of charge during the first 90 days of site or software operation. We will start to address critical errors immediately we are told about them within normal working hours. Critical errors are ones stopping the site or system from working in some way. We will start to address non-critical errors in less than one working week. This guarantee applies to existing work and is not an offer to add new features to a solution after delivery. This guarantee also applies to updates and amendments added by Adstock Web. The guarantee is void if the client or any third party has changed any part of the site or code as we can no longer be certain of functionality of code or veracity of text. In certain circumstances Adstock Web can roll back existing web sites or solutions to the original installation condition for a roll-back charge of 20% at which point they are once again are covered by our 90 day Guarantee.
2. Timing
   Projects are generally allocated a specific team and block (or blocks) of time for execution. There is generally a very high demand on expert staff time, who will have had work scheduled to leave the period of the project planning and system architecture clear, as well as technical staff time who again will have work scheduled to leave time for work on your project. If allocated planning time is spent waiting for essential information or other materials from the client, or preparing material which then cannot be used due to the client not providing other required materials on time, then this will be accruing cost to the company exactly as if the work was able to progress as scheduled, and in cases where it affects the work flow, time wasted will be deducted from the amount of time indicated in the proposal.  Likewise if implementation work is delayed due to the client or his service providers causing the project to fall outside its allocated period, time wasted will be deducted from the amount of time indicated in the proposal.
   At the project start the client will provide all materials the client wishes to have taken into account in any research and planning or used in implementation (e.g. current product details for online shops or web marketing campaigns designed to bring in qualified leads, a valid credit card number and authorization to use it up to a certain amount for pay-per-click adverts, authorization to set up pay-per-click accounts and campaigns for testing and research purposes where applicable, text or images to be used, etc.).
   During the project the client will provide feedback or responses to questions within 1 working day unless a different response time is agreed above.
3. Professional Indemnity
   In addition to our in-house practices and reputation Adstock Web and Software services offer you the additional assurance that our work is covered by Hiscox Professional Indemnity (PI) insurance (Policy reference: 1364062).
4. Service-level agreement (SLA)
   All work is covered by our 90 day warranty as indicated. Unless otherwise indicated fees are for the work outlined in the proposal and no other work. In particular fees do not include upgrades and changes from specification. Free software upgrades including patches and bug fixes will be provided for server software. All upgrades including custom and bespoke software upgrades will be made at standard hourly rates if requested. Hosting contracts include preventative maintenance and remote monitoring and diagnosis of system problems. On site service calls and telephone support falling outside the warranty are chargeable at standard rates. Telephone enquiries during business hours will generally be logged for action immediately. We will make best efforts to address mission critical issues (i.e. ones that stop the operation of your system) immediately. Non mission critical issues will be queued for fair treatment with other clients' projects.
5. None of the software or the products provided pursuant to this Agreement is designed or intended to be fault-tolerant or designed or intended for use as or for use where their failure or malfunction could lead to death, personal injury, or economic, physical or environmental damage ("High Risk Activities").  The term "High Risk Activities" includes but is not limited to on-line control equipment in hazardous environments requiring fail-safe performance (such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, direct life support machines, weapons systems, banking or financial control or reporting systems, or security systems). The Customer warrants that it will not use, distribute or resell any of the products or the software for any High Risk Activities and that it will ensure that permitted end-users of such products or software are provided with a notice in the form set out in this Clause.  The Customer will indemnify Adstock Web and Software Services Ltd for any loss, cost, damage or third party claim arising from the Customer's use of any of the products in High Risk Activities or from any breach by the Customer of this clause.
6. Non-exclusive Agreement
   The Customer acknowledges that Adstock Web and Software Services Ltd is providing services to the customer on a non-exclusive basis and that Adstock Web and Software Services Ltd may provide services of the same or a similar nature as these services to any other party.
7. Termination
   This Agreement may be terminated in the following circumstances:
   By either party by giving the other party thirty (30) days notice in writing to that effect;
   Immediately by Adstock Web and Software Services Ltd by notice in writing if the Customer fails to remedy a breach of this Agreement (including any provision as to payment) within fourteen (14) days of receipt of a notice from Adstock Web and Software Services Ltd of such breach requiring it to do so; or
   By either party immediately by notice in writing if the other party takes any corporate action or other steps are taken or legal proceedings are started (and are not withdrawn, discontinued or struck out within twenty-one days) for its winding up, liquidation or dissolution (other than for the purposes of reconstruction) or the appointment of an administrator, receiver, receiver and manager, official manager, liquidator, provisional liquidator, trustee or similar office of it or of any or all of its revenues and assets ("Insolvency Event"), and such Insolvency Event remains in existence in respect of such party as the time of service of the Notice.
   Any notice required or contemplated by this Agreement shall be deemed to have been duly given if it is in writing, properly addressed and delivered personally or mailed by recorded delivery or other recognized delivery service giving proof of delivery or by fax or electronic mail to the Customer or Adstock Web and Software Services Ltd at the address set out in the proposal or such other address nominated by a party in writing.
   The Customer may not assign any of its obligations under this Agreement without the prior written consent of Adstock Web and Software Services Ltd.  Adstock Web and Software Services Ltd may arrange for subcontractors to perform any of Adstock Web and Software Services Ltd's obligations under this Agreement.
   Adstock Web and Software Services Ltd will not be liable to the Customer or to any third party for any non-performance or delay in the performance of its obligations under this Agreement, if events or conditions beyond its reasonable control cause the non-performance or delay and Adstock Web and Software Services Ltd gives the Customer prompt notice thereof.  In no event will this provision affect Customer's obligation to make payments to Adstock Web and Software Services Ltd under this Agreement except in respect of services that are unable to be performed by Adstock Web and Software Services Ltd, until they can be performed.
   A failure, delay, relaxation or indulgence by either Party in exercising any right, power or privilege conferred on the Party by this Agreement shall not operate as a waiver of the power or right. A single or partial exercise of any right, power or privilege hereunder does not preclude the further exercise of the same right or the exercise of any other right hereunder. A waiver of a breach does not operate as a waiver of any other breach.
   The Customer's obligations (including any obligations to indemnify) shall survive the termination of this Agreement for whatever reason.
   On termination of this Agreement however occurring, all moneys unpaid by the Customer pursuant to this Agreement will immediately become due and payable.  No refunds will be given on unexpired time block(s).
8. No Poaching
   The Customer undertakes to Adstock Web and Software Services Ltd that it will not for a period of two years from the termination of this Agreement entice away or endeavor to entice away from Adstock Web and Software Services Ltd any employee of Adstock Web and Software Services Ltd.  The Customer acknowledges that the prohibition and restriction contained in this clause are reasonable in the circumstances and necessary to protect the business of Adstock Web and Software Services Ltd.
9. Hosting
   The following terms and conditions apply to the Hosting services:
   Payment: If charges relating to bandwidth are outstanding for a period greater than 5 working days, your service will be suspended.
   Hosting Service level agreement: The service provider aims to deliver the highest possible levels of up-time. However the 99.9% uptime guarantee does not include scheduled maintenance - normally conducted outside of working hours. If we can't fulfill this service level agreement, any compensation will be limited to the total fees that you have prepaid, excluding setup fees and the service provider will refund no more than your monthly service fee. By signing up for any of our services you agree to be bound by all the hosting provider terms and conditions.
   Sites must not contain Warez, copyright or other illegal material. The onus is on you the customer to prove that you own the rights to publish material, not for the hosting provider to prove that you do not.
   Sites must not contain pornographic or other lewd material. Adult Material includes all pornography, erotic images, or otherwise lewd or obscene content. The designation of "adult material" is left entirely to the discretion of the hosting providers.
   Sites on shared hosting must not use excessive amounts of server resources. These include bandwidth, processor utilization and / or disk space.
   Shared hosting sites must not contain scripts that attempt to access privileged server resources, or other sites on the same server.
10. Fees
    Fees are detailed in the proposal.
    Payment Terms
    Standard payment terms are detailed in the proposal.
    Late Payment Terms
    Where the 7.5% prompt settlement discount is not used, payments are due within 30 days and after that are late payments. Adstock Web and Software Services Ltd structures Late Payment Terms under the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002 (SI 2002 No 1674).  These are structured as 8% over base rate of interest, plus an additional fixed penalty charge equal to two standard working days of eight hours each for each of two Adstock web staff at rates current at the time of contract commencement where legal action is taken to secure payment, or equal to one half of one standard working day of eight hours at rates current at the time of contract commencement if payment is made before legal action (including submission through Her Majesty's Courts Service MCOL) has commenced.
11. Revisions and Changes
    Fees are quoted for specific work defined in the proposal under the option selected and are based on a time basis. Fees do not include any revisions or upgrades which are chargeable separately. Additional work is chargeable on an hourly or daily basis. Estimates are made on an hourly or daily basis.
12. Ownership of Intellectual Property and Domain Names
    Domains registered by Adstock Web and Software Services Ltd for your company become your full property immediately you pay your registration fee to us. They remain yours to use or transfer as you wish for as long as you have registered them. Once we build a site for you and you pay you can take that site with you to another company if you want. You have full copyright on any logos specifically designed for you by us. You retain copyright for all material supplied under the Copyright, Designs and Patents Act 1988 (the Act) and the provisions of the EU Directive on Copyright and Related Rights in the Information Society (EU Copyright Directive) 2001. You are also fully responsible for any copyright violations in material that you provide and any expenses incurred if such violations occur or are alleged to occur. Unless specifically indicated in writing we retain copyright to any source code developed except software developed under the terms of the General Public License, dual-licensing etc. This allows cost reductions by sharing code between applications and incorporating or using code under the General Public License, dual-licensing etc as required. Under our terms Adstock Web licenses software and scripts to you for use on your web site in perpetuity without further licensing fees for use unless specifically indicated in this document.
    The Customer must not de-compile, disassemble, decrypt, extract or otherwise reverse engineer any part of any software that is provided to the Customer by Adstock Web and Software Services Ltd without Adstock Web and Software Services Ltd's prior written consent. The Customer must hold any software (in source and/or in object code) and other materials provided to the Customer by Adstock Web and Software Services Ltd confidential.  The Customer must not disclose any of those materials to any third party without Adstock Web and Software Services Ltd's prior written consent.  The Customer must also take all reasonable steps within its power to protect the Intellectual Property of Adstock Web and Software Services Ltd.
13. Liability
    Except for express undertakings to indemnify and any warranties set out in this Agreement:
    To the extent permitted by the law, Adstock Web and Software Services Ltd expressly excludes all conditions and warranties whether express or implied unless conditions are agreed in a separate document signed by the directors of Adstock Web and Software Services Ltd.
    Notwithstanding any other provision in this Agreement, in no event will Adstock Web and Software Services Ltd be liable to any party including the Customer for any indirect, punitive, special, incidental or consequential damage in connection with or arising out of this Agreement (including for loss of profits, use, data, or other economic advantage), however it arises, whether for breach of this Agreement or in tort, and even if Adstock Web and Software Services Ltd has been previously advised of the possibility of such damage.  Further, liability for such damages shall be excluded, even if inclusive remedies provided hereunder fail their essential purpose.  The Customer will indemnify Adstock Web and Software Services Ltd and keep it indemnified from and against any claims by any third party for or in respect of such damages.
    Unless specifically agreed that Adstock Web and Software Services Ltd is to provide a back-up service, the Customer is solely responsible for the proper backup and protection of all of its software and data.