These terms and conditions regulate the business relationship between you and us if you engage us to develop web- or other software-related projects.

The provision of Web Hosting is covered by a separate agreement.

By buying services and/or products from us, you agree to be bound by them.

No person under the age of 18 years may purchase goods and services.

We are:

 Gate Seven Computers Ltd

 18 Gwilym Maries House, Canrobert St, London E2 0BG

 VAT Registration number: (GB)532 4261 73

 Our e-mail address is: mike(at)gateseven.co.uk

You are:

Anyone who pays us for our services (where those services are covered by this agreement)

You warrant that you buy our services as a business and not as a consumer.

Subject to the terms set out in this document we agree to provide to you some or all of the products and services described on our Web site (together referred to as "the Services") at the prices we charge from time to time, such prices also being stated on our Web site. We now refer to the prices of the Services we sell to you as the "Price" and the contract between us as "the Contract".

[Alternatively:]

Subject to the terms set out in this document we agree to provide to you the products and services described in Schedule [X] (together referred to as "the Services") at the prices stated in Schedule [Y] We now refer to the prices of the Services we sell to you as the "Price" and the contract between us as "the Contract".

You acknowledge that we may charge you at hourly rates (the "Hourly Rates") and you will pay us, for all work not included in the main contract. The rates will vary between categories or work.

The Hourly Rates will be those published from time to time on our web site.

[Alternatively:]

The Hourly Rates will be those listed in Schedule [Z]

A conditional contract between us comes into existence when we receive payment from you into our bank account for a product or service described on our Web site, or at such later date as we agree the terms of our service. The condition is our acceptance of the contract.

If within 7 days of our receipt of your payment, we do not notify you by e-mail or post that we have not accepted your contact, then the Contract becomes absolute.

Services relating to [name any additional or peripheral services] are subject to the additional terms set out in the schedule to this document.

You acknowledge that:

• you understand exactly what is included in the Services;
• you are satisfied that the Services are suitable and satisfactory for your requirements;
• in entering into the Contract you have not relied on any representation or formation from any source except the definition and explanation of the Price and the Services given on our Web site and/or the Schedules attached to this document

• explanation of purpose of the Web Site;
• your functional requirements for the Web Site;
• your quantitative requirements for the Web Site;
• a specification of your preferred site design and style;
• alternative routes a visitor may take through the web site;
• an outline of the navigation you require;
• a list of principal pages, that is, pages a visitor might choose to visit;
• your chosen keywords for each main page;
• textual content of each main page;
• whether password protection is required and if so, to which pages;
• a content specification for any database, including fields, qualifications and reports;
• specification for any control panel required;
• a list of browsers with which the web site will be compatible;
• the name of a web site host (the "Web Site Host"), with whom you have made arrangements to host the Web Site;

Within seven days, we will respond with questions and advice.

Within seven days of your reply we will present to you an updated Detailed Specification together with preliminary design concepts for your consideration.

Within seven days of your receipt of the Detailed Specification, you may terminate this contract by immediate notice in writing, whereupon payment will be due us at the rates set out in our web site for work to that point. Time is of the essence of this provision.

If not terminated within seven days, the contract shall continue fully effective.

If you terminate the contract:

• the intellectual property rights in all work done by us remain our property and you may not use any part of our work.
• All terms of this agreement relating to confidentiality continue to apply to both of us.

Within seven days of receipt of the Detailed Specification you will notify us of either:

• your approval as drawn or
• your comments and/or requests for amendment.

If you fail to respond within that period you shall be deemed to have approved the Detailed Specification.

We will take account of all reasonable comments and/or requests for amendment received from you and shall incorporate them in a revised version of the Detailed Specification to be prepared and delivered to you as soon as is reasonably possible.

You will pay us at the Hourly Rates for all amendments immediately we send you an invoice by post or e-mail.

If you require an amendment to the Detailed Specification to take account of any application function or performance criteria not previously specified then we will be entitled to make such revision to the timetable and the completion date as we shall in the circumstances reasonably judge necessary.

We will write the Web Site upon the basis of and in compliance with the Detailed Specification within the time period specified in our web site.

You will complete arrangements in respect of such of the Excluded Matters as may be necessary to satisfy the requirements of the Contract.

We will notify you when the Web Site is substantially complete as to the text on the pages (even if the dynamic features are not yet complete) and shall provide open access (uncontrolled by any password or qualification) to you to all of the pages including error message and other secondary pages

You will provide to us a comprehensive list of text, style and other modifications in respect of all the pages.

We will make the modifications requested and will charge you at the Hourly Rates.

The testing shall take place either on a test site or a site published to the World.We will test the Software as a web site.

If any fault or "bug" is found we will undertake such further work as is necessary until the testing procedure is satisfied as to 100%.

When the test procedure is completed with 100% compliance, we will inform you and you may test the Web Site.

Within seven days, you will inform us of any deficiencies in the operation of the Web Site and in the absence of any such notification, you are deemed to have accepted the Web Site.

the testing procedure has demonstrated 100% congruence with the specification.the Web Site is published on the server of the Web Site Host.

We will during the currency of this agreement maintain accurate and up-to-date records of the time spent by our staff upon the Contract, both in respect of work charged by the hour and work charged against a fixed price. Time shall be recorded in 15 minute units rounding to the nearest unit.

Each invoice submitted to you for time charged at Hourly Rates shall contain a breakdown in respect of the time spent by our staff and the materials and equipment used and the amounts attributable to each.

We reserve the right to charge you interest in respect of the late payment of any sums due under this agreement (both before and after judgment) at the rate of 5 per cent above the base rate from time to time of the Bank of England from the due date until receipt of payment.

When you order work to be paid at Hourly Rates, we will provide an estimate of the cost of such work. You agree to pay us the estimated sum immediately. We do not have to continue with any work on the Contract until we have received the estimated sum into our bank account.

If we choose to give you credit, you agree to pay our invoice for work done within seven days.

The Excluded Matters are:

• Registration of necessary domain names
• Arrangement of merchant server banking facilities
• Contracting for web hosting services and the provision of appropriate firewalls.
• Supply new or change existing Client e-mail message system
• Purchase of any necessary computer hardware and software
• Search engine optimisation.
• Out-of-pocket expenses associated with the purchase of server-side software and/or the rights to images and other copyright material for display on the site. The purchase of such software will be agreed in advance and it will be be supplied at cost.

We are both aware that in the course of the Contract we will each have access to and be entrusted with information in respect of the business and operation of the other and our dealings, transactions and affairs, all of which information is or may be confidential.

Both you and we hereby undertake for ourselves and every employee or sub-contractor whose services we may use both during and after completion of the Contract that we will not divulge to any person whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any trade secret or confidential information of the other of us.

For the purposes of your above undertaking, the information shall be deemed to include all information (written or oral) concerning the Detailed Specification.Both we and you hereby undertake to the other to make all relevant employees agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by its employees agents and sub-contractors with these provisions.

If we incorporate or embed third party software products in the Web Site then such products will so far as possible be properly licensed to you or to us in accordance with the conditions of sale of the seller of them. We give no warranty in respect of any such products beyond the warranty given to us and subject to the seller's conditions.

Our contract with you with regard to such software relates to its installation and configuration, and at times to customisation, not to modification of the base code (unless that is specifically agreed as part of the contract)

In the case of open-source software, this may give you effectively no rights with regard to fitness for purpose.

You should satisfy yourself before agreeing to the installation of any  server-side software that it is adequately functional to meet your needs.

We will evaluate and research packages for you if this is included in one of the schedules of the contract, or paid for at the hourly rate. 

Software code and graphic images owned by a third party are not affected by this agreement. During and after completion of the contract and unless otherwise specified in this agreement ownership of intellectual property shall be as follows:

• Web Site concepts contained in your first draft Detailed Specification belong to you.
• Web Site concepts and designs and images introduced by us, belong to us (unless you have explicitly paid for them)
• Original work done to your specific order belongs to you.
• Software code and components written by us prior to the date of this agreement and incorporated in the Web Site belong to us.
• Code written specifically for the Web Site belongs to you.

We now grant an exclusive license to you for all items listed above and owned by us, for use in connection with any web site you might own or use for a period of 99 years. You may not assign this licence except by way of sale or transfer of the whole of the Web Site or such other web site of you that contains the relevant item.

You hereby agrees to indemnify us against all claims and costs arising:

• in connection with the Content supplied by you, whether for breach of intellectual property rights defamation or otherwise
• out of your failure to comply with any law or statutory instrument.

The following provisions set out our entire liability (including any liability for the acts and omissions of our employees) to you in respect of:

• any breach of its contractual obligations arising under this agreement; and
• any representation statement or tortious act or omission including negligence arising under or in connection with this agreement.

Our liability is limited to a sum equal to the value of the Contract, including all work charged at the Hourly Rates.

We will not be liable to you in respect of any loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of you incurring the same.
We will have no liability to you in respect of any event unless you have served notice of it on us within one year of the date you became aware of the circumstances giving rise to it or the date when you ought reasonably to have become so aware.

Nothing in this paragraph shall confer any right or remedy upon you to which he would not otherwise be legally entitled.

We will not be liable to you for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of this agreement.

This agreement may be terminated immediately by us if you fail to pay any sum due within 7 days of the date of submission of an invoice;

Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including strikes of its own employees.

Each of the parties agrees to give notice immediately to the other upon becoming aware of an event of force majeure such notice to contain details of the circumstances giving rise to it.

If a default due to force majeure shall continue for more than 6 weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force majeure.

The benefit and obligations of this agreement shall be binding on any successor in title.

Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.

Any notice to be served on either of the parties by the other shall be sent by first class post or pre paid recorded delivery or by e-mail and shall be deemed to have been received by the addressee within 72 hours of posting or 24 hours if sent by e-mail to the correct address.

The headings in this document are for reference only.

In the event of a dispute arising out of or in connection with this Contract and which has not been resolved following discussions and negotiations between us a person or persons appointed or authorised by you and us will undertake to attempt to settle the dispute by engaging in good faith with the parties in a process of mediation before commencing arbitration or litigation.

The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Contract.

This Contract shall be interpreted according to the laws of England.