Terms And Conditions

1. Company” means Kaze Digital - SRTIP, Block B-B37-104, Sharjah, UAE “Client” means any person or organisation with who the Company engages to perform Service(s). Conditions” refers to these terms and conditions. 2. “Agreement” means the Order Form which is the Agreement made subject to these Conditions. 3. Chargeable Day: One person working for up to 7.5 hours on a calendar day. 4. “Order Form” shall refer to the Company's standard order form for the Services for the Client. 5. “Services” means the products and/or services described to the Client by the Company in writing as detailed in the Order Form. 6. Specification” shall have the meaning as specified on Order Form and referred to in other documents issued and referred to by the Company. 7. “Update System / Connect System” shall refer to the Company's proprietary software/platform to manage and update Client websites. “Over-usage” shall have the meaning of excessive use, use of a Service which is beyond its specification, or use at a level that reasonably is/does impact the Service of another client or its systems/network.

The Company may refuse/reject any Order Form for any reason. Client’s Order Forms shall be deemed to be accepted by the Company on; written confirmation by the Company or, commencement of the work detailed within the Order Form, whichever comes first.

The Company's suppliers, terms and conditions and regulations shall apply as well as the appropriate governing bodies to Domain Name registrations/renewals requested by the Client. These are third party companies/organisations which the Company registers domain names from time to time for its clients. The terms and conditions of the appropriate third party are available upon request. Until paid in full, Domain Names registrations/renewals will remain the property of the Company. If the Client does not pay the Company's domain name registration/renewal fees within 60 days of the invoice, then the Company will have full/exclusive rights to the domain name in question. If a Domain Name is to be transferred to Company's control, the Client will have the responsibility for any third party fees incurred in such transfer. The Client shall be liable to pay the Company's cost/liabilities incurred upon transferring the domain names to and from the Company's Control. Domain name renewals will only be actioned by the Company when so instructed by the Client. Whilst the Company has procedures in place to notify the Client of domain name renewal dates. The Client shall be responsible for notifying the Company of any domain name(s) that the Client wishes to renew, even if the Company has not sent any reminders to the Client. If a Client's Domain Name is not registered by the Company but held by another party and pointed to the Company's hosting/systems, it is the Client's sole responsibility to ensure that any requested changes/additions to the Domain Name(s) are completed in a timely manner in accordance with the Company's requirements. The Company acts as the Client's agent to the appropriate supplier/naming authority for registration of domain names. The Company cannot guarantee that they will be able to register any requested domain name and until the Company has given specific confirmation of the registration the Client cannot assume that the registration has been affected. The Company does not warrant that any domain name(s) registered by the Client shall not infringe on the rights of any third party, and the Client shall indemnify the Company with regards to any such infringement.

The Company will make reasonable best efforts to provide the same level of service in the future, but cannot guarantee 100% uptime on the Company's hosting, network or server systems. If the Client begins to use services/systems provided by the Company in excess of the limit, then the Company will make the necessary recommendations to the Client for upgrading. If the Over-usage continues the Company has the right to limit or suspend affected services, immediately, without notice, as it sees fit. The Company will use reasonable efforts to restore data from backups available, if files are lost or corrupted. However the Company can make no guarantee as to the availability, validity or age of backups. Hosting packages will be subject to the relevant laws and regulations, and the Company's suppliers' Terms and Conditions and acceptable use policies. The Client agrees to indemnify the Company for any losses suffered by due to the Client’s breach of the same. The Client is responsible for good housekeeping when utilizing the Company's hosting, servers and network. Examples being deleting old emails from the hosting no later than 30 days after receiving them. The Client agrees to fully indemnify the Company of any claims based on the content of any website or system hosted by the Company on behalf of the Client.

Where the Client's project involves design work, the same will be prepared within the scope of the project's time and budget on the Client's reasonable instructions and within the defined scope and boundaries of the project. This will then be given to the Client for approval. All design work should be approved by the Client before it can be progressed by the Company into a website.

The Update System / Connect System / Divoola System is owned by the Company, and is the property of the Company that is licensed to users for a term. No part of this agreement shall be deemed to transfer any rights or Intellectual Property of the update system to any third party. The Client agrees to indemnify the Company from any loses due to their breach of this clause. The Company cannot guarantee the number of features it will add or modify over a particular time period, although additions and developments are made to it as part of its continuous development.

The Client may need to approve works for progress before the next phases of the service can be undertaken during the course of a Design and/or Development project. The Company only accepts approval in the form of a signature on the Company’s appropriate approval form. After approval, further changes to approved or work related to approved work may result in extra fees being charged.

Feedback, work, approvals and other materials and/or actions are often required prior to work by the Company. It is the responsibility of the Client to: Provide sufficient resources and cooperate with Company to complete Service on time. Make sure to deliver requested information/approvals/feedback on time. The Company shall not be responsible for the Client's cost in performing its obligation

Whilst every effort is made to ensure that delivery time scales are achieved, due to the fluid nature of projects they should be considered as estimates only. In any event time-scales and estimates shall not be considered to be of the essence.

The Company will not accept any ‘pay when paid' terms. The payment of the Invoices shall be due with payment terms agreed to for the Client, regardless of any possible non-payment by the third parties. The Company will not be liable for any third party's insolvency to the Client.

The Company shall not be liable for death or personal injury in any way in this Agreement. Outside of the Company's liability under clause 11.1 (which is not limited), the All such liability (whether arising from negligence, breach of contract or otherwise) of the Company under the Agreement or Services will be limited to the total amount paid during the present year by the Client at prices quoted in the applicable Order Form. Save as otherwise provided in clause 11.1, in no case shall the Company be liable to the Client or any third party for indirect, special or consequential loss or damage (whether financial or otherwise) or for the loss of data, profit, revenue, service, contracts or business, howsoever caused, whether arising from any negligence or breach of the Agreement or otherwise, nor shall the Company be liable for any such loss or damage or loss of data, profit, revenue, service, contracts or business being foreseeable by, or being brought to the attention of, the Company. No action or proceeding against the Client or the Company that is based on or in relation to the Agreement shall be commenced after 1 year of the date of the Services rendered or any longer statute of limitations under any law or regulation that governs the Agreement or the Services rendered.No action or proceeding shall be commenced against the Client or the Company based on or in relation to the Agreement shall be commenced after one year after the date of the Services rendered or any longer statute of limitations provided by any applicable law or regulation governing the Agreement or the Services rendered.

Unless otherwise stated all prices quoted by the Company are in Euro excluding VAT. All invoices will be charged at the current tax rate. All payments will be made to the Company on receipt of invoice or as indicated in Order Form. Where a Service has been significantly delayed due to the actions or non actions of the Client the Company reserves the right to invoice for any outstanding payments of the Service prior to the completion of the Service. The Company reserves the right to charge interest and compensation in accordance with the Late Payment of Commercial Debts Act 1998 (as amended in 2002) on late payments. The Client is required to notify a the Company of any invoices queries within 10 working days of the date of the invoice. In the event of a queried invoice the Client must put in writing the invoice number(s), amounts being queried and reasons why. The balance of all other un-queried invoices on the current and subsequent invoice(s) should be settled on the due date. Late payment will cause a project / task Deadline date to be delayed, but will not affect given timeframes. The monies which have not been collected will not be released on completion of any project / task whatsoever. There are monthly fees which must be paid in advance plus final fees which must be paid by standing order or BACS.

If either party cannot perform any of the obligations to it under the Agreement which are not monetary obligations, because of any cause beyond the reasonable control of such party, including without limitation an Industrial Dispute of any nature, power failure, telecommunications system failure, and the occurrence of any “Act of God” or any other force majeure situation, then the obligation of such party to perform shall be suspended for so long as it is unable to perform.If either party is unable to perform for any reason beyond its reasonable control, any obligation to it for the performance of non-monetary obligations shall be suspended for the period of time during which it is unable to perform, provided that it shall give written notice to the party of the occurrence of a “force majeure” event within ten days after the first it knows, or should be able to know, that it is unable to perform.

The Client agrees to accept and abide by the Company’s acceptable use policy. The Client will not send any threatening, offensive, abusive or otherwise annoying messages using the Company's systems.

The Company reserves the right to suspend any or all of its Services to the Client (including but not limited to: web/email hosting, access to systems and web development work) if the Client fails to pay the Company on its due date for payment of any amount due on an invoice to the Client issued by the Company. The Client performing or allowing a performance of any activity which could compromise the Company's systems or any network to which it is periodically connected. The Client is otherwise in violation of these terms and conditions. In the event of a suspension under clause 15 the Company shall have no liability for any direct, indirect, consequential costs incurred by the Client or third party.

The agreement will be effective for at least a 12-month period from the date services begin. Termination can be effected, for whatever reason, as follows: By the Client: The Client may terminate the Agreement for whatever reason by giving 3 months written notice which may expire at any time after the initial 12 month minimum period. No notice of termination of Agreement will be given by e-mail. By the Company: The Company may terminate the Agreement at any time forthwith if the Client commits any breach of the Agreement, including but not limited to, non-payment of any fees when due. The Company will have the right to terminate the Agreement for whatever reason giving 1 months written notice. On termination the Company reserves the right to delete any/all files previously held as part of the terminated, or connected, Services. Non-deleted files can be sent back to the Client upon his request at the Company's discretion. If a service is cancelled prior to the end of the period on which the service was invoiced, then a pro-rata refund will not be issued.

Rights Reserved: The Company reserves all copyright, trade marks, trade names, patents and other intellectual property rights which it creates, develops, owns or uses in or in connection with any Deliverables, Software, Services and/or Specification of the Company. Restrictions: The Client shall not transfer its licence or sub license the deliverables or the software, without the consent of the parties pursuant to the provisions of the Agreement. The Client shall not (and shall not allow any third party to) (i) remove any product identification, copyright, trademark, or other notices, (ii) sell, provide, lease, lend, distribute over the internet or (iii) load or use portions of the software (whether or not modified or incorporated into or with other software) on or with any machine or system that is not physically kept at the facilities of the Client or within third party facilities contracted by Client. The Client shall not disassemble, decompile, or otherwise reverse engineer the Services provided however, that in the case of decompilation, Client may incidentally decompile the Services only if it is essential so to do in order to achieve interoperability of the Services with another software program (“Permitted Purpose”) and provided the information obtained by the Client during such decompilation is only used for the Permitted Purpose and is not disclosed or communicated to any third party to whom it is not necessary to disclose or communicate such information without the Company prior written consent and is not used to create any software which is substantially similar to the Services nor used in any manner which would be restricted by copyright.

The Client grants the Company non-exclusive, royalty-free, worldwide license to: Add a message to the Client’s website to identify that it has been designed, developed or otherwise worked upon by them. Use screen shots of the Client’s website within it’s promotional and marketing material as the Company sees fit. Should the Company put forward/recommend any third party company, organisation or product to the Client the Client acknowledges that such action is for information only and it is the exclusive responsibility of the Client to perform adequate checking of the third party as to the reliability and suitability of the same. If these Conditions or any part thereof shall be adjudged for any reason to be void, unenforceable or ineffective but would be adjudged to be valid effective and enforceable if part of the wording were deleted or a provision were reduced in scope the Agreement shall continue with such modifications as may be necessary to make its provisions (or if such be the case its remaining provisions) valid, effective and enforceable. The Client shall not attract, recruit, employ, sub contract or otherwise engage the services of the Company’s employees, sub contractors or agents without the express written permission of the Company. In the event of the Client doing so they agree to pay the greater of £5,000 or 20% of the employee’s annual salary/charges to the Company in respect of loss of business and alternative recruitment/sourcing costs. Clause headings are for ease of reference and are not part of the Agreement and accordingly shall not affect its Conditions. The Client shall not assign or transfer any of its rights or obligations under these Conditions or the Agreement without the prior written consent of the Company. No forbearance, delay or indulgence by the either party in enforcing the provision of this Agreement will prejudice or restrict the rights of that party nor will any waiver of its rights operate as a waiver of any past or subsequent breach. The allowance of time to pay or any other indulgence or waiver by the Company shall in no manner affect or prejudice its right to payment together with interest provided under this Agreement. All Services are provided on the conditions in this Agreement to the exclusion of any other terms and conditions and no terms and conditions contained in any document sent by the Client to the Company shall be of any effect with respect to the Agreement unless expressly accepted by a Director of the Company in writing (delivered via post). The Client acknowledges that the Client has not relied on and shall not be entitled to rescind the Agreement or to claim damages or any other remedy on the basis of any representation, warranty, undertaking or statement which is not set out in these Conditions or the Agreement including any representation made by or on behalf of the Company in relation to the Services which has induced the Client to enter into the Agreement with the Company. The Company reserves the right to vary these Conditions without notice as a result of changes required by its insurers, operation or administration problems, new legislation, statutory instruments, Government regulations or licences. The Company may, from time to time, review, edit and adjust these Conditions giving not less than one month written notice to the Client. Once agreed to the new Conditions shall be the sole Conditions between the Client and the Company in place of any previous documents/versions. These Conditions and the Agreement are subject to and governed exclusively by the laws of England under the jurisdiction of the Courts of England.