General Terms and Conditions

General Terms and Conditions
1.1

These are the terms on which Sozo Design Limited (Company No. 05170582) Limited ('Sozo') do business. They do not affect the Client's (defined below) statutory rights. They are designed to set out clearly Sozo's responsibilities and the Client's rights.

1.2

Sozo offers a one stop web solution to meet the Client's needs to have an effective web presence on the internet. The Client may select from Sozo's website, brochure or marketing materials a range of products and services which Sozo has to offer. Depending on the Client's selection, the terms and conditions applying to the Client may vary.

1.3

If the Client would like Sozo to assist in procuring and/or renewing domain names for the Client, the Domain Name Terms will apply

1.4

If the Client would like Sozo to carry out design work including web design and/or website development work for the Client or carry out search engine marketing services, the Design and Website Development Terms will apply

1.5

If the Client would like Sozo to host the Client's website or its email, the Website and E-mail Hosting Terms will apply
Definition and Application
2.1

In these terms and conditions (hereinafter referred to as 'General Conditions'):

2.1.1

'Statement of Work' means the Statement of Work as defined in Clause 4.2 of these General Conditions.

2.1.2

'Client' means you, the corporate entity or individual obtaining the Services from Sozo.

2.1.3

'Contract' means any contract made between Sozo and the Client for the Services including contracts entered into between the Parties arising from the Initial Statement of Work. For the avoidance of doubt, a Contract shall be governed by these General Conditions, Domain Name Terms, Design and Website Development Terms and/or Website and E-mail Hosting Terms (as the case may be).

2.1.4

'Fees' means any fees payable by the Client to Sozo as specified in the Statement of Work including the Website Hosting Fee, Email Hosting Fee, Domain Name Fees, Design Fees, Web Development Fees and Search Optimisation Fees.

2.1.5

'Initial Statement of Work' means the Initial Statement of Work as defined in Clause 4.1 of these General Conditions.

2.1.6

'Parties' mean Sozo and the Client.

2.1.7

'Services' means the procurement and/or renewal of domain names, designing of trade marks, logos and/or other artwork, web design, web development, search engine marketing and/or hosting of website or email services offered by Sozo to its clients which all be governed by the Domain Name Terms, Design and Website Development Terms and/or Website and E-mail Hosting Terms (as the case may be).

2.2

These General Conditions shall apply to the:

2.2.1

Domain Name Terms

2.2.2

Design and Website Development Terms

2.2.3

Website and E-mail Hosting Terms

unless there are any inconsistencies between the Domain Name Terms, Design and Website Development Terms and Website and E-mail Hosting Terms (as the case may be) and these General Conditions. In the event of any inconsistencies, the Domain Name Terms, Design and Website Development Terms and Website and E-mail Hosting Terms (as the case may be) shall prevail against these General Conditions.

2.3

These General Conditions, Domain Name Terms, Design and Website Development Terms and Website and E-mail Hosting Terms shall be collectively known as the 'Conditions'.

2.4

References to any statute or statutory provision shall in the Conditions, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

2.5

In the Conditions, reference to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.

2.6

Headings will not affect the construction of the Conditions.

2.7

The Client agrees that the Conditions shall be the exclusive basis on which any contracts made between the Client and Sozo are transacted and processed unless otherwise agreed in writing by a director of Sozo.

2.8

The Conditions shall not create any agency or partnership between the Parties or any third party.

2.9

The Client agrees that the Contracts (Rights of Third Parties) Act 1999 shall not apply to any contracts entered into between the Client and Sozo unless otherwise stated in the Domain Name Terms, Design and Website Development Terms and Website and E-mail Hosting Terms (as the case may be).
General
3.1

The Client where it is a natural person confirms that he is at least 18 years of age and possesses legal capacity to contract under English Law.

3.2

The Conditions contain the entire agreement between the Parties and both Parties acknowledge that they have not relied upon any oral or written representation made to them by the other.

3.3

Each Party irrevocably and unconditionally waives any right it may have to claim damages for any misrepresentation or to rescind the relevant Contract (whether or not contained in the Conditions) or for breach of any warranty not contained in the Conditions unless such misrepresentation or warranty was made fraudulently.

3.4

No waiver by Sozo of any breach of contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

3.5

If any provision of the Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Conditions and the remainder of the provision in question shall not be affected thereby.

3.6

Both Parties shall be released from their respective obligations in the event of national emergency, war, floods, fire disaster, civil riots, prohibitive governmental regulation or if any other cause beyond the reasonable control of the Parties except for the payment of Fees.
The Initial Statement of Work and Statement of Work
4.1

Upon receipt of a request by Sozo to provide the Client with the Services, Sozo will carry out some preliminary scoping work to ascertain the Client's requirements and needs. This initial scoping work ('Initial Statement of Work') will be carried out free of charge for the Client. Where the Initial Statement of Work provides sufficient information and no additional work is required to prepare a Statement of Work, the Parties shall agree and confirm in writing that the Initial Statement of Work will constitutes the Statement of Work.

4.2

Based on the Initial Statement of Work, the Parties will mutually agree the next course of action necessary to produce a Statement of Work ('Statement of Work') setting out information including the Services, the scope of work, the fees payable by the Client, the estimated delivery dates and/or project milestones, the acceptance testing criteria (where applicable) and such other relevant information which the Parties deems as relevant ('Statement of Work'). For the avoidance of doubt, unless otherwise agreed, work expanded to prepare the Statement of Work will be charged by Sozo at Sozo's then applicable hourly rates.

4.3

Sozo undertakes to prepare the Initial Statement of Work and Statement of Work using reasonable care and skill.
Domain Name Acquisition
5.1

Sozo provides domain name acquisition and renewal services. Such domain name acquisition or renewal services will be performed in accordance with the Domain Name Terms
Design, Web Design, Web Development and Search Engine Marketing
6.1

Sozo provides design, web design, web development and search engine marketing services. The aforementioned services are performed in accordance with the Design and Website Development Terms
Website Hosting and Email Hosting
7.1

Sozo provides website hosting and email hosting services. The website hosting and email hosting services are performed in accordance with the Website and E-mail Hosting Terms
Variations
8.1

The Parties acknowledge that the Client may require changes or variations to the Services set out in such Statement of Work.

8.2

Where the Client requires changes to a Statement of Work, the Client shall notify Sozo of such change in writing and set out the changes and reasons for such changes. Sozo will review the changes and prepare a proposal on such steps required and cost implications on the changes requested by the Client. For the avoidance of doubt, Sozo shall be entitled to charge the Client to prepare such proposal and such charges shall be based on Sozo's then applicable hourly rates.

8.3

The Client will have the opportunity to review and approve such proposal by Sozo and where the Client accepts Sozo's proposal, the Client shall confirm such acceptance in writing and the proposal by Sozo will form part of such Statement of Work.
Fees
9.1

The Client shall pay Sozo the Fees in accordance with the Statement of Work, these General Conditions, the Domain Name Terms, the Design and Website Development Terms and/or the Website and E-mail Hosting Terms (as the case may be). In the event of any conflict of provisions between the Statement of Work and the Domain Name Terms, the Design and Website Development Terms and/or the Website and E-mail Hosting Terms or these General Conditions, the provisions in the Statement of Work shall prevail.

9.2

All Fees are exclusive of VAT.

9.3

If the Client fails to pay any amount payable by it under the Conditions, Sozo shall be entitled, but not obliged, to charge the Client interest on the overdue amount. Such interest shall be payable by the Client forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 3% per annum above the base rate for the time being of National Westminster Bank Plc. Such interest shall accrue on a daily basis and be compounded quarterly.
Confidentiality
10.1

Both Parties shall keep in strict confidence all information which are of a confidential nature and have been disclosed by one Party to the other Party and shall procure that the receiving Party's employees, agents, consultants or subcontractors keep in strict confidence all such information other than for the purposes of performing its obligations under the Contract.

10.2

The obligations set out in Clause 10.1 these General Conditions shall not apply to confidential information that the receiving party can demonstrate is or has become publicly known other than through breach of this Clause 10, was in the possession of the receiving party prior to disclosure by the other Party, was received by the receiving party from an independent third party who has full right of disclosure, or was independently developed by the receiving party or was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

10.3

The Parties agree that Sozo shall be entitled to use the Client's name and trade mark for marketing and promotional purposes.
Liability
11.1

Nothing in these General Conditions shall operate to exclude or limit Sozo's liability for death or personal injury caused by its negligence or fraud.

11.2

Sozo shall not be liable to the Client for any losses and/or damages in the preparation of the Initial Statement of Work and/or Statement of Work (as the case may be) with regard to damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

11.3

Subject to Clauses 11.1 and 11.2, of these General Conditions, Sozo's aggregate liability in respect of claims based on obligations set out in these General Conditions (including negligence) or otherwise, shall in no circumstances exceed £100.
Dispute Resolution
12.1

If any disagreement and/or dispute arise in connection with the Conditions, the Parties will use outmost good faith to settle such disagreement and/or dispute amicably.
Law and Jurisdiction
13.1

The Conditions shall be governed by and construed in accordance with English law and the English Courts shall have jurisdiction.

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