Terms & Conditions

General Terms & Conditions

1. TERMS AND CONDITIONS

1.1 These terms and conditions together with a completed Sales Order will form a binding contract between the Client and Caboodle Digital Limited (Caboodle) which shall constitute the entire agreement between Client and Caboodle and apply to any trading agreement or other contract or arrangement between Client and Caboodle.

1.2 These terms apply to the exclusion of all other terms or conditions of contract the Client may propose and shall not be varied unless agreed in writing, signed by Caboodle.

1.3 The Client signature on an agreement is not required in order for contracts to be legally binding. The use of services and/or receipt by Caboodle of any initial payment shall constitute agreement.

2. CABOODLE

2.1 In consideration of the payment by Client to Caboodle of the fees as set out in the Sales Order, Caboodle agrees to provide to Client the goods and services described in the Sales Order (“Works”) in accordance with the Proposal (where one exists), with reasonable and due care in accordance with and subject to these terms.

2.2 Caboodle undertakes that the Works shall be faithful to the basic conceptualisation of the underlying works, pitch or proposal (where one exists) and reflect the same standards of quality and integrity.

2.3 This Agreement shall not give rise to any exclusive relationship and nothing in this Agreement shall prevent Caboodle acting for or providing works the same or similar to the Works to any third party.

3. CLIENT

3.1 Client will co-operate with and act in good faith towards Caboodle and, on request, undertake such acts and provide such source materials (including those listed in the Sales Order or other communication) (“Materials”) as Caboodle are to incorporate into the Works, or as Caboodle require to carry out its obligations hereunder.

3.2 In the event that the Client does not undertake those acts or provide those Materials required under clause 3.1 above within a reasonable time (and at least within 3 months) of being requested to do so, including without limitation carrying out any changes, modifications or optimisations to Client’s web site or other Materials as requested, recommended or required by Caboodle, Caboodle shall be entitled to invoice and be paid for the remaining Works as if Client had done so whether such are provided or not.

4. PAYMENT

4.1 Invoices shall be issued in accordance with the Payment Terms as specified on the Sales Order. No Works will be commenced until initial payments have been received, unless otherwise agreed in writing. The Client shall pay Caboodle the Fees without deduction or set-off (with VAT thereon). Caboodle shall be entitled to withhold or suspend the Works until such time as Caboodle receives the Fees or other payments due.

4.2 Caboodle shall be entitled to charge interest on any overdue payment at the rate of 3% over Barclays Bank’s base rate prevailing at the time and shall be entitled to such reasonable costs as Caboodle incurs in the collection of such overdue payments.

4.3 Caboodle may charge additional Fees in accordance with its then prevailing rates:

4.3.1 in the event of delays or additional works caused or required by the Client including its failure to provide Caboodle with such information, Materials, instructions, media or approvals, as are reasonably required for the supply of the Works, properly and / or on time;

4.3.2 in the event of changes to the cost of labour, materials, services and other circumstances outside of Caboodle's reasonable control.

4.3.3 in the event that Client requires the supply of Works, goods and services in addition to those described in the Order Form or any variations to the Works.

4.4 If Client requires any change or alteration to the Works (Change), Caboodle and Client shall, prior to such change being effective or implemented, agree:

4.4.1 the nature of the Change;

4.4.2 the procedures for implementation of such Change; and

4.4.3 the variation to the Fees.

4.5 Until any Change is formally agreed between the Client and Caboodle, Caboodle will continue to perform and be paid for the Works as if the Change had not been proposed, unless otherwise requested by the Client.

4.6 All and any Changes to the Works shall be reflected and accompanied by appropriate amendments to the Proposal and Fees.

4.7 In the event that the Works include pay-per-click (PPC) or other search engine placement services which require payments to third parties and are agreed with the Client prior to their implementation, the Client shall reimburse and indemnify Caboodle for any out of pocket expenses incurred by Caboodle in supplying the same.

5. INTELLECTUAL PROPERTY RIGHTS / CONFIDENTIALITY

5.1 All copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or commissioned by Caboodle, in supplying the Works and under this Agreement will vest in and belong to Caboodle unless otherwise agreed and specified in writing on the Sales Order or otherwise and signed by both Parties.

5.2 In consideration of and upon payment of the Fees in full, Client shall have the Rights of Use set out in the Sales Order which rights shall take effect on receipt by Caboodle of the Fees. Where no such rights are specified the Client is granted a non-exclusive licence to use the Works for the Purpose described in the Sales Order, Proposal or other Works documentation. Rights of Use shall be extended only with the consent of Caboodle and payment of additional fees.

5.3 The Client grants Caboodle a non-exclusive royalty free licence to use the Materials for all purposes relating to this Agreement and warrant that it has obtained and is fully entitled to grant Caboodle these rights and that the Materials are free of racist, defamatory, obscene and other legally restricted material.

5.4 The Client undertakes that it will keep secret and confidential the terms of this Agreement and any information supplied by Caboodle in connection with this Agreement or the business of Caboodle (including the Proposal) and the Works and shall not disclose or make available such information or part thereof to any third party (except to its own employees and advisers and then only on a need to know basis) without Caboodle’s prior written consent PROVIDED THAT this Clause shall not extend to information which was and can be shown to be rightfully in the possession of the Client prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this Clause);

5.5 The Client undertakes to Caboodle to indemnify and hold harmless Caboodle in full and defend at its own expense Caboodle against all costs, damages and losses incurred by Caboodle arising out of its use of the Materials or breach by Client of this clause 5.

5.6 The Client shall not modify, adapt or translate the Works except with the prior written consent of Caboodle or as otherwise permitted by law where all modifications, adaptations, translations shall belong to and vest in Caboodle unless otherwise agreed and specified in writing on the Sales Order.

5.7 Caboodle warrants that it will use reasonable efforts to ensure that the Works do not infringe the copyright of any third party.

5.8 Images and content provided by the client to Caboodle have been provided to Caboodle in good faith and any infringements of copyright are the responsibility of the client.

6. INSPECTION AND ACCEPTANCE

6.1 The Client shall inspect the Works regularly and shall inform Caboodle immediately if it wishes to reject any part of the Works because such do not comply with the Proposal or are defective in material and workmanship.

6.2 If the Works do not comply with the Proposal or are defective in material and workmanship Caboodle‘s liability shall be limited to correcting such defects within a reasonable time.

6.3 The Client shall only be entitled to reject the Works because such do not comply with the Proposal or are defective in material and workmanship and if they are not rejected within 48 hours of delivery then the Client shall be deemed to accept the Works. Rejection without good reason shall be deemed a breach of these terms.

7. LIABILITY AND WARRANTY

7.1 Subject to Clause 7.2 below, Caboodle’s liability for any loss or damage direct or otherwise and howsoever caused whether in tort (including negligence) or contract or otherwise shall not exceed the amount invoiced by Caboodle to the Client hereunder.

7.2 Caboodle shall not be liable to the Client for any consequential loss or damage.

7.3 When instructions or advice are given or received orally by Caboodle, Caboodle shall have no liability to Client for any misunderstanding or misrepresentation which may arise in relation thereto except in relation to fraudulent misrepresentations.

7.4 Caboodle shall have no liability to the Client in respect of the Materials. On completion of the Works the Client agrees to collect the Materials within 2 months of completion of the works, failing which, Caboodle may dispose of them on giving the Client 14 days notice.

7.5 Caboodle’s liability shall be limited to using reasonable skill and care in the supply of the Works. In particular Caboodle shall not, except in the case of gross negligence and wilful or deliberate act, be liable for:

7.5.1 any loss or damage caused by it being given access to the Client’s computer systems (which shall only be required where necessary) including without limitation any remote servers to which it has access or stores data or any unauthorised access to or use of the same including without limitation for any misuse of any passwords, logins or accounts of the Client,

7.5.2 any interference in or modification of the Works or the Client’s web site by the Client or any third party or the consequences thereof, remedy of which shall be as a Change.

7.6 Caboodle undertakes to provide the Works with reasonable skill and care; however Caboodle cannot give any warranty or representation as to positions within search engines due to the operation of such being out of its control.

8. LEGISLATION, WARRANTY AND INDEMNITY

8.1 The Client shall comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Works, including without limitation its obligations under the Data Protection Act 1998; Regulation of Investigatory Powers Act 2000; Competition Act 1998 and E-commerce Directive and equivalent legislation;

8.2 The client warrants to Caboodle at all times that the material included in the Web Site without limitation: (a) is not in breach of the Intellectual Property rights of any third party; (b) is not obscene within the definition of the Obscene Publications Act 1959 or any other relevant provision, statute; (c )is not in breach of any code or provision of statute or common law or otherwise in force from time to time in relation to Advertising of Goods or Services; (d) contains no element of corporative advertising which is in breach of the Control of Misleading Advertisements (Amendment) Regulations 2000; (e) is not in breach of the Defamation Act 1996 or any other relevant provision; (f) does not contain any misleading price comparison in breach of Consumer Protection Act .

9. THIRD PARTY MATERIALS

9.1 Caboodle gives no warranty, representation or undertaking in relation to any third party materials or Works.

9.2 Prior to any selection, use or reproduction by the Client of Works, Caboodle shall use reasonable efforts to, on reasonable request, provide the Client with copies and evidence of such rights, clearances, permissions and licences as shall be necessary for the use of the Works by the Client.

9.3 Subject to the foregoing Caboodle shall have no liability to the Client whatsoever in relation to the Works and gives no warranty and makes no representation as to whether Works contain or are free from racist, defamatory, sexually explicit, inflamatory, obscene or other legally restricted material and explicitly excludes all and any liability in relation thereto.

10. RISK AND TITLE

10.1 Risk in any reports or information delivered to the Client will pass to the Client on dispatch and until payment in full has been received in cleared funds by Caboodle in respect of the Works, title in any physical products delivered to the Client shall remain with Caboodle.

10.2 The Client shall take out such insurance as shall be prudent against all risks usually incurred in respect of the Work whilst in its possession or control.

11. TERMINATION

11.1. Caboodle shall be entitled to immediately restrict, suspend or terminate the Works and the Client’s use of any Works and or terminate this Agreement upon the Client’s material breach of this Agreement (including without limitation the non-payment of any sum as and when due) unless the Client remedies such breach within 14 days of its occurrence.

11.2 Caboodle will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of Caboodle including without limitation Internet outages, communications outages, fire, flood, war or act of God.

11.3 The Client may not unilaterally cancel its order of the Works or otherwise terminate this Agreement (except for material breach by Caboodle of a fundamental term of this Agreement) at any time without full payment of the Fees.

11.4 During the course of this Agreement and for a period of 12 months afterwards, the Client shall not solicit the staff of Caboodle or entice them to transfer their employment or services.

11.5 Either party may by written notice to the other terminate this agreement immediately if one of the following events occurs: (a) either party goes into liquidation or makes any arrangement or composition with its creditors or is otherwise unable to pay its debts within the meaning of Section 123 Insolvency Act 1986; (b) either party's ability to carry out its obligations under this agreement is prevented or substantially interfered with for any reason for a period in excess of three months (whether or not within the control of such party) including without limitation by reason of any regular law decree or any act of state or any other action of a government.

12. GENERAL

12.1 Nothing in this Agreement shall be deemed to constitute a partnership or agency relationship between the Parties and neither of the Parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.

12.2 If any part of this Agreement is or becomes unenforceable, such part will at Caboodle’s option be construed as far as possible to reflect the parties’ intentions and the remainder of the provisions will remain in full force and effect.

12.3 No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of this Agreement.

12.4 The Client shall not assign the benefit or burden of this Agreement without the prior written consent of Caboodle.

12.5 The UK shall be considered the place of first publication of any material on the internet.

12.6 No person who is not a party to this Agreement shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

12.7 These Terms are made in accordance with the laws of England and the Parties submit to the exclusive jurisdiction of the English courts.

12.8 Caboodle reserves the right to modify these terms and conditions at any time by emailing revised terms and conditions to the clients email address held by Caboodle.

12.9 Every effort is made by Caboodle to ensure that information presented by the service is accurate. Caboodle, its agents, representatives or employees cannot accept any liability arising as a result of incorrect information being provided by you.

Website Usage Terms and Conditions

We want you to enjoy your visit to www.caboodledigital.com, but you need to be aware that the following Terms & Conditions govern your access to this Caboodle Digital Limited web site.

13. CONDITIONS

13.1 The Caboodle Internet site has been created primarily for visitors and customers in the United Kingdom. We make no representation or warranty to visitors from countries outside the United Kingdom.

13.2 Although we try to keep our web site up to date, complete and accurate, we make no guarantee or warranty of any kind in this respect, nor do we guarantee that the website is compatible with your hardware and software.

13.3 Without prejudice to your statutory rights the site and all information, text, names, images, pictures, logos, links and icons and other materials (without limitation) are provided 'AS IS' and on an 'IS AVAILABLE' basis without representation warranty or endorsement, express or implied. In particular, we do not warrant or represent the accuracy or completeness of information provided on this site nor do we guarantee that use of this site will be uninterrupted or error-free, or that the site and its servers are free of computer viruses or bugs.

13.4 In no event will Caboodle be liable to any person for any damage or loss that may arise from the use of any information contained in our site or products advertised on our site, including, without limitation, indirect or consequential damages, or any damages whatsoever arising from use or loss of use, data, or profits, whether in action of contract, negligence or other tortuous action, arising out of or in connection with the use of the site.

13.5 Caboodle reserves the right to change any of its terms and conditions at any time, so you should check these Terms & conditions each time that you access the site.

13.6 If you do not accept these Terms &Conditions in full, you must stop using this website immediately.

14. COPYRIGHT

14.1 All rights, including copyright and database rights, in the Caboodle Internet website and its contents, are owned by or licensed to Caboodle, or otherwise used by Caboodle as permitted by applicable law or the copyright holder. You may not copy, reproduce, republish, download, post, broadcast or transmit any text, images, graphic, logo, button, icon, image and their selection and arrangement thereof, and any underlying source code and software, for any commercial or public purpose without prior written permission from Caboodle or the copyright holder or in accordance with the Copyright, Designs and Patents Act 1988.

14.2 Caboodle reserves the right to use for its own purposes any material submitted to the site, including text and images, either on the site or in any other form, including for publicity purposes. Caboodle reserves the right to monitor submissions to the site and to edit or reject any submissions.

15. TRADEMARKS

15.1 All names, images, logos identifying Caboodle are proprietary marks of Caboodle Digital Limited. All third party brand, product, service and company names contained on this site are the trademarks, service marks and trade names of their respective holders. Caboodle does not give permission for their use by any person other than the holders. Any such use may constitute an infringement of the holders' rights.

16. EXTERNAL LINKS

16.1 Caboodle does not represent, warrant, endorse or hold responsibility over any external sites that may be linked to and from this site. Any external site that you visit by clicking through a link on this site is outside the control of Caboodle and you visit entirely at your own risk.

17. JURISDICTION

17.1 These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales. Disputes arising here from shall be exclusively subject to the jurisdiction of the courts of England and Wales.

17.2 If any of these Terms should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these Terms are intended to be effective, it shall be severed and deleted from this clause. All other Terms of Use and Terms and Conditions shall remain in full force and continue to be binding and enforceable.

Search Engine Optimisation (SEO) Terms &Conditions

These Terms &Conditions set out the basis on which Caboodle provide SEO Services and are in addition to the General Terms &Conditions

18. CONDITIONS

18.1 Any SEO work that Caboodle undertakes may be detrimentally affected if the Client has:

18.1.1 Employed the services of another Search Engine Optimisation (SEO) Company to work on the web site at the same time

18.1.2 Employed the services of a Submission Company during the same period

18.1.3 Created any duplicate sites, duplicate content or pages, redirects or doorway pages

18.1.4 Requested or exchanged links with link farms or undertaken any spamming techniques which may harm the web site's ranking with Google

18.1.5 Any other additional SEO or SEO related activity

18.2 To that effect Caboodle request that the client inform Caboodle in writing if any of the above has been undertaken either currently or prior to the appointing of Caboodle. If any such work has been undertaken Caboodle will not be held responsible for any agreed targets or guarantees and in such circumstances Caboodle reserves the right to withdraw it’s obligations to the client.

18.3 It is agreed and understood that any activities undertaken by the Client (or by any third party on its behalf) which is in relation to or similar to the Works, including without limitation any modification of the Works or the Client’s web site or the use of or inclusion of any third party product or service which might relate to the Works shall interfere with the provision of the Works by Caboodle and affect the results, outcomes and positions in search engines. All such things should be discussed with Caboodle prior to implementation and Client shall not implement the same without the prior written consent of Caboodle. Remedy of such matters shall be dealt with by way of Change.

18.4 Caboodle may make void any campaign and any outstanding balance becomes payable should it be discovered that the client has participated in actions considered undesirable (spamming) by the search engines, such as hidden links, links to link-farms, FFA link pages, redirect or cloaking techniques, submissions the web pages of the site to the search engines, search directories or other websites without the consent of Caboodle, use of automated web site submission software or automated reciprocal link programs.

19. HOSTING

19.1 The Client agrees that their website is not hosted on free web space using domain forwarding (either framed or otherwise).

19.2 In cases where there is either concern that the current hosting IP address may be part of a 'bad neighbourhood' or for reasons of optimisation, Caboodle may request the client to change hosting provider.

20. GUARANTEES

20.1 No guarantees will be given as to a client’s site position in the search engines as the search engines change their ranking algorithms on a regular basis. Additionally, both new sites and competitor sites may be being optimised and submitted everyday.

21. GOOGLE

21.1 Although Google's results are displayed on other search engines, the work that is carried out by Caboodle is solely aimed at increasing visibility and boosting ranking on Google. It is not possible to give a 100% guarantee for any specific result on any search engine, nor can Caboodle quantify the level of increased traffic or sales, as a result of the SEO campaign.

22. 3RD PARTY FEES

22.1 Where Search Engines require subscriptions in order to be registered these costs are the responsibility of the client unless otherwise stated in writing in the agreement or as published as part of the campaign that has been purchased.

22.2 Where registration fees are required Caboodle will register the clients URL with the directories used by the major search engines. The client will be responsible for these fees unless stated in writing in the agreement or as published as part of the campaign that has been purchased.

23. ACCESS

23.1 The Client grants authority to submit the web site pages being promoted to search engines and directories.

23.2 Caboodle will have the ability to optimise the structure and content of clients’ web pages. Such changes generally have a minimal visual impact. Caboodle will work directly with the client in order to maintain the original look and feel of your website.

23.3 The client must provide Caboodle with log-on information (username and password) to gain FTP access to the website. Caboodle will maintain confidentiality of log-in information.

23.4 Clients must inform webmasters or anyone else who has access to the Web site that Caboodle are performing SEO services on the site.

23.5 The client must allow implementation of all optimisation strategies on their website.

23.6 You are responsible for ensuring that your web site is always active and accessible.

24. SEO PAYMENT TERMS

24.1 Set up fees are payable with order.

24.2 Ongoing fees are payable monthly 10-days in advance and by standing order or by agreed credit card mandate.

24.3 All credit card payments are subject to a 3% handling fee unless otherwise stated.

24.4 Caboodle reserves the right to suspend a campaign following non receipt of ongoing fees.

25. CANCELLATION

25.1 Campaigns run for a rolling 12 month period, unless otherwise stated in the Sales Order, and can be cancelled in writing by either party subject to a 3 month notice period.

25.2 Campaigns cannot be cancelled within the first 6 months unless otherwise stated in these Terms and Conditions.

Pay-Per-Click (PPC) Terms and Conditions

These Terms &Conditions set out the basis on which Caboodle provide PPC Services and are in addition to the General Terms &Conditions

26. CONDITIONS

26.1 The Client undertakes to be authorised to use the service and that all details provided to Caboodle for the purpose of ordering or purchasing services are correct.

26.2 The Client confirms that they are the owner or legitimate user, or that you have the consent of the owner or legitimate user, of the web site that you are registering for the Service.

26.3 If there are any changes to the details supplied by the Client it is responsibility of the Client to inform Caboodle.

27. PAYMENTS

27.1 Set up fees are payable with order.

27.2 PPC budgets should be paid by cleared funds 5 working days in advance of the campaign ongoing renewal date.

27.3 If PPC fees are not paid 5 working days in advance, the campaign will be postponed until such time as Caboodle is in receipt of cleared funds. In which case Caboodle will not be held responsible for any detrimental affect in rankings caused by the suspension.

27.4 Deposited funds are non-refundable.

28. TERMS

28.1 The number of unique visitors being sent to your web site is monitored using the relevant partner pay per click network systems. Caboodle can only provide information and data available under those systems.

28.2 The number of visitors sent to web sites may vary depending on several factors: the number of the keywords/phrases selected by Caboodle, the popularity of the advertisers product or service, the ability of the advertisers initial offer to tempt potential visitors to explore the offer further, the willingness of the advertiser to pay/bid more for a listing to ensure that it remains at the top of the page when there are several competing offers. Caboodle will not be held responsible for such relevant actions out of Caboodle’s control.

28.3 Use of this service does not guarantee that your customer base will increase.

28.4 You are responsible for ensuring that your web site is always active and accessible.

Domain Names Terms &Conditions

These Terms &Conditions set out the basis on which Caboodle provide Domain Names and Domain Name Services (DNS) and are in addition to the General Terms &Conditions

29. In the case of the Client not being the Registrant, the Client confirms by requesting DN Registration that the Registrant has been made fully aware of these Terms &Conditions. Furthermore the Client agrees to indemnify Caboodle against any claims from the Registrant in respect of the requested DN registration whether successfully registered or not.

30. The contract for DN Registration is between Registrant and the appropriate Naming Authority; with Caboodle acting as Agent for Registrant through the Client.

31. Registration of DN is subject to the terms and conditions of use of the Naming Authority and both Registrant and Client must comply with such terms and conditions. Caboodle does not warrant the competency or the activities of the Naming authority or the legality of DN.

31.1 The terms and conditions for the .uk Naming Authority “Nominet UK” can be read and printed by following this link http://www.nic.uk/terms.html

31.2 The terms and conditions for ICANN can be read and printed by following this link http://www.icann.org/urdp/udrp.htm

32. Caboodle makes no representation that the DN requested is capable of being registered to the proposed Registrant. The Registrant and the Client should therefore not assume registration of the DN until Caboodle confirms in writing that the DN has been registered. Any action that the Registrant or Client take before receiving written confirmation of Registration is at the risk of the Registrant. This is irrespective of whether Client has paid the DN Fee to Caboodle.

33. Caboodle gives no warranty that the DN requested will not infringe the rights of any third party and Client agrees to indemnify Caboodle against any such infringements.

34. Caboodle shall have no liability in respect of the use by the Registrant or the Client of any DN. Any dispute between Registrant or Client and any other person must be resolved between the parties concerned in such dispute. If any such dispute arises, Caboodle shall be entitled at our discretion and without giving any reason, to withhold, suspend or cancel the domain name. Caboodle shall also be entitled to make representations to the relevant naming authority but will not be obliged to take part in any such dispute. Documentation and procedures for resolving disputes are available from Nominet UK and ICANN links provided in clause 33.1 &33.2.

35. Caboodle will advise the Client by way of an invoice of the impending Renewal of DN. Where such invoice indicates that the DN will be renewed automatically unless Client notifies Caboodle in writing by the date specified, the Client will be required to pay the invoice in full even if the Client later advises Caboodle that the DN is no longer required. In the case of the invoice stating payment is required prior to Renewal, Caboodle accepts no responsibility whatsoever should the DN Registration lapse and be taken up by any other party.

36. It is the sole responsibility of the Client to ensure that Caboodle has correct contact details for both Client and Registrant at all times.

37. Due to the nature of DN and the Registration process, unfortunately once the DN is registered or submitted for Registration the DN cannot be cancelled therefore the Client shall pay Caboodle the DN Fee or in the case of a pre-payment no refund of DN Fee can be made.

38. Any request to transfer DN from Caboodle to another provider must be confirmed in writing by the Registrant. Caboodle will use its best endeavours to effect a smooth and timely transfer to the new provider, but Caboodle will not be liable for any delay or failure in the transfer. Transfers will not be commenced until all outstanding monies have been paid by the Client to Caboodle.

39. Client requesting to transfer an existing DN to Caboodle confirms that the current provider has been made aware and agreed to the change. Caboodle will use its best endeavours to effect a smooth and timely transfer, but Caboodle will not be held liable for any delay or failure in the transfer.

Hosting and Email Services Terms &Conditions

These Terms &Conditions set out the basis on which Caboodle provide Web Hosting and Email Services and are in addition to the General Terms &Conditions

40. Caboodle offer annual Hosting packages requiring payment in advance.

41. Hosting packages are inclusive of 1GB bandwidth per month unless otherwise agreed in writing. Excess bandwidth will incur an additional charge of £10 per GB or part thereof that is payable within 7-days of invoice date.

42. Hosting packages are inclusive of up to ten POP3 email accounts unless otherwise agreed in writing.

43. Hosting packages are not inclusive of email transfer from other hosting companies. Additional charges would be incurred for the transfer of email from other providers whether to web mail or traditional mail clients, unless otherwise agreed in writing.

44. Hosting packages are inclusive of web statistics. The web statistics software is third party software and therefore Caboodle cannot warrant the accuracy of the information that is reported.

45. Any Client requesting a Hosting package from Caboodle agrees to abide by this Agreement. Failure to observe and keep to the conditions of this Agreement may render the Customer liable to termination of service without refund or restitution of any kind.

46. The Client shall be deemed to have accepted these conditions of service by directly or indirectly using the hosting service provided in the package or through the actions of any person acting on behalf of the Customer in using the service.

47. Where the Client is acting on behalf of the Beneficial Owner, the Client hereby confirms that the Beneficial Owner has been made fully aware of this Agreement and agrees to comply with all the conditions as if they had made the Agreement directly with Caboodle. The Client agrees to indemnify Caboodle should the Beneficial Owner instigate any claims whatsoever against Caboodle in respect of this Agreement. In the following clauses the term ‘Customer’ is deemed to include the Client and/or the Beneficial Owner and/or their representatives, employees and agents.

48. The Customer shall not allow any third party to use the hosting service or have to access to it except if that third party is a web designer acting on behalf of the Beneficial Owner in the design and publication of a web site which is for the benefit of the Beneficial Owner.

49. The Customer must not upload on to our web space any material, file or content which shall under the laws of the United Kingdom be deemed to be illegal or contrary to any Act of Parliament.

50. The Customer must not use the hosting service to send or to receive any material that is illegal, offensive, abusive, obscene, indecent, pornographic, menacing, inducing hatred of any kind or that is in breach of copyright, confidence, privacy, intellectual property rights or other kinds of rights as defined by criminal or civil law of the United Kingdom, nor any material that is likely to cause annoyance, needless anxiety or undue stress to any third party or which is in conflict with or breach of conditions or service or acceptable use policies of any connected networks.

51. The customer represents, undertakes and warrants to Caboodle that they will use the hosting service allocated to him only for lawful purposes. In particular, he represents, warrants and undertakes to us that he will not use the hosting service in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will he authorise or permit any other person to do so; and will not post, link to or transmit:

51.1 any material which is unlawful, threatening, abusive, harmful, malicious, libellous, defamatory, obscene, pornographic, blasphemous, profane or otherwise objectionable in any way; or

51.2 any material containing a virus or other hostile computer program; or

51.3 any material which constitutes, or encourages the commission of, a criminal offence, give rise to civil liability or that violates or infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction; and

51.4 The Customer agrees to conform to the standards made available by us from time to time and will not yourself, and will ensure that none of your end users, make excessive or wasteful use of our Server to our detriment or that of our other clients.

52. The Customer shall keep secure any identification, password and other confidential information relating to his account and shall notify us immediately of any known or suspected unauthorised use of his hosting service or breach of security, including loss, theft or unauthorised disclosure of his password or other security information.

53. The customer agrees to send email in accordance with any relevant legislation (including data protection legislation) and for sending the same in a secure manner. We will take all reasonable steps to ensure accurate and prompt routing of messages but we will not accept any liability for non-receipt or mis-routing or any other failure of email.

54. The Customer agrees that he will not use or allow to be used the e-mail facilities available through the service provided for the purposes of sending out bulk unsolicited messages either directly or indirectly. Any email messages sent out to lists of recipients must have been collected and compiled with the express consent of those recipients.

55. Spamming, or the sending of bulk unsolicited email, from or through any Caboodle server is forbidden.

56. While we will use every care to ensure the integrity and security of the servers from which Caboodle hosting service is supplied, we do not guarantee that any Caboodle server will be free from unauthorised users or hackers or from corruption by viruses and we shall be under no liability for non-receipt or misrouting of email or for any other failure of email or damage to date or operations. Customer should always use their own local Antivirus software and not rely solely on the integrity of information passing through Caboodle servers.

57. The Beneficial Owner warrant, undertake, and agree that:

57.1 all transactions within an Online Store will be contracts for the sale of goods/services between you as the merchant and your end-user customer and you agree that we may include an exclusion of our liability in respect of such purchases and transactions in such form as we deem appropriate;

57.2 the information contained within an Online Store complies with all applicable law, including, without limitation, any distance selling regulations from time to time in force;

57.3 you will keep secure any identification, password and other confidential information relating to your account and you will notify us immediately of any known or suspected unauthorised use of your account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of your password information.

58. We shall use our best endeavours at all times to keep the server and the Hosting services operational. In the event of a fault in services, you must report the fault by telephone or email to Caboodle technical support 0845 4025 340 or technical@caboodledigital.com. Upon receipt of the fault report, we will take all proper steps without undue delay to correct the fault. Caboodle shall not, in any event, be liable for interruptions of service or downtime of the server.

59. We shall have the right to suspend the services at any time and for any reason, generally without notice, but if such suspension lasts or is to last for more than 7 days you will be notified of the reason.

60. In the case of planned maintenance we shall endeavour to give you at least 48-hours notice.

61. In the event of a Customer being found to be in breach of this Agreement the service may be withdrawn without notice and continue to be withheld until the Beneficial Owner can prove that any such breach or allegation of breach was in fact unjustified or until such times as the customer gives a written undertaking that he will not repeat any such breach.

62. We make no representation and give no warranty as to the accuracy or quality of information received by any person via the Server and we shall have no liability for any loss of or damage to any data stored on the Server. The customer is advised to effect and maintain adequate insurance cover in respect of any loss of or damage to data stored on the Server.

63. In accepting a Caboodle Hosting Package the customer agrees to indemnify Caboodle against any claims made or damages resulting from his use of the Hosting Package.

64. The Beneficial Owner warrants that none of the parties to the Customer side of this Agreement is under the age of 18 years and further warrants that the hosting Package will not be used by anyone under the age of 18 years.

Design Services Terms &Conditions

These Terms &Conditions set out the basis on which Caboodle provide Design Services and are in addition to the General Terms &Conditions

65. The Client commissions Caboodle to design a new or amend an existing website and agrees to pay a deposit being 50% of the agreed fee + VAT as stated in the Sales Order within 7-days of the invoice date unless on a monthly payment schedule therefore payment equates to 3 advance monthly payments before commencement of the project and monthly thereafter following completion of the project as specified in the order.

66. The client agrees to pay the balance of the agreed fee within 7-days of invoice date for each stage payment with VAT thereon as agreed in the Sales Order.

67. The Client agrees not to unreasonably withhold approval of the agreed staged development or the completed website.

68. The Client will supply all data and reference materials in a timely manner, so as not to delay the design production. A maximum of 3 designs will be produced; additional designs request will incur an additional charge calculated at Caboodle’s hourly rate.

69. Caboodle will use their best endeavours at all times to produce designs to the agreed timescales and of a quality in keeping with that indicated in the proposal, the design concept and sales order.

70. Caboodle will design the website to work in a minimum screen resolution of 1024 x 768, unless otherwise agreed in writing.

71. Caboodle cannot warrant that the web site produced will correctly function in all Internet browsers. Caboodle will ensure correct functionality and compatibility with Internet Explorer version 6 and 7 with the Windows XP operating system.

72. Although Caboodle carefully checks designs for errors in spelling and operation 100% perfection cannot be guaranteed. Ultimately the Client is responsible for the accuracy of their website, so all pages and links etc should be carefully checked. Any errors in information that was provided in a clear concise manner to Caboodle will be corrected free of further cost for up to one-month following the date of the final invoice. However author’s changes or information that was provided in an ambiguous or handwritten form may incur an additional fee.

73. The design of the website remains the property of Caboodle unless otherwise stated in writing by Caboodle and Caboodle may use any aspect of the design, including coding, for other clients. The Client may adopt aspects of the design for use in other media including print with the permission of Caboodle which will not be unreasonable withheld.

74. Any software that Caboodle is to supply as part of the Design commission shall be paid for in full and in advance of supply and within 7-days of invoice date. Software packaging that has been opened cannot be returned for credit.

75. Where fees include an item of training, this shall be paid in full in advance of the training taking place whether at Caboodle or the Client’s premises. Fees quoted for training are for one person on a one to one basis unless stated otherwise in the sales order.

76. The Client agrees that Caboodle may use the published website as a reference site for future potential clients.

77. The Client is not restricted to engaging Caboodle to undertake maintenance and amendment of the web site, which may be undertaken by the Client or a third party engaged by the Client. However Caboodle makes no warranty about the capabilities of any other party to work with our designs, particularly coding whether hidden or not

Unlimited Web Site Updates Terms &Conditions

These Terms &Conditions set out the basis on which Caboodle provide Unlimited Web Site Updates and are in addition to the General Terms &Conditions

78. Unlimited updates refers to the site content; the definition of content being text and images within the main page body. Unlimited updates exclude updates to Flash files.

79. Unlimited updates exclude changes to the site web site structure including additional pages and product information that may be used within an e-commerce module for example.

80. The client is responsible for the providing the site content to Caboodle in an electronic file which should be sent by email to content@caboodledigital.co.uk.

81. The content received by Caboodle will be copied and pasted into the web site. Caboodle will use its best endeavours to check for any spelling grammatical errors in the content, but the responsibility of the content remains with the client.

82. Caboodle reserves the right to exclude any content that is deemed unsuitable or offensive without any prior warning.

83. Changes to general content provided by the client to Caboodle will be updated within a reasonable time, generally not exceeding two working days.

Web Site Accessibility Terms &Conditions

These Terms &Conditions set out the basis on which Caboodle provide Web Site Accessibility and are in addition to the General Terms &Conditions

84. Caboodle Digital will use best endeavours, based on our knowledge of the Web Content Accessibility Guidelines (WCAG) 1.0 and Disability Discrimination Act to ensure the Client’s website complies with, at least, Priority 2 of the WCAG 1.0.

85. Caboodle cannot warrant our Accessibility and web legislation compliance work if third parties are making amendments or additions to the clients web site, this includes all work carried out by any Content Management System (CMS) by the Client or others on behalf of the Client.

86. Caboodle will perform regular checks to the web site and reasonable effort will be made to ensure compliancy.

87. Caboodle will make every effort to ensure that the Client’s website will comply with published changes to WCAG and related legislation within 28 days of the published date.