Service Agreement for Website Hosting, Domain Names, Website Design and Design for Print

These terms comprise an agreement between the client (you/your) and Talking Results Ltd (Talking Results/we/our) relating to all services including, but not limited to, website design, website hosting, domain name registration, hosting, renewal and transfer, email hosting, design for print and printing services.

These terms may be updated from time to time as necessary, should this happen we will make every effort to inform you of any changes to the Agreement, but it is ultimately your responsibility to ensure that you have a full understanding of your agreement with Talking Results Ltd.

A. Website Hosting Agreement

The parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, TALKING RESULTS LTD can make no guarantee that any given party shall be able to access the server made available by TALKING RESULTS LTD at any given time. TALKING RESULTS LTD represents that it shall make every good faith effort to ensure that the server is available as widely as possible and with as little service interruption as possible;

In consideration of the mutual promises contained herein, the parties agree as follows;

1. Financial Arrangements

1. Length of service
   Client agrees to an initial three (3) month contractual term of service ("Term").
2. Service start date
   The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon TALKING RESULTS LTD's receipt of payment for such first Term of service or upon a mutually agreed upon other date.
3. Renewal by client
   This agreement will automatically renew for successive three (3) month Terms unless canceled in writing by Client at least 30 days prior to the end of Term renewal date. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to your account.
4. Failure to pay
   In the case of a web site hosted on a TALKING RESULTS LTD hosting server, failure of Client to remit payment to TALKING RESULTS LTD by the invoice due date is cause for removal of the Client's web site files from the TALKING RESULTS LTD hosting server. Client agrees that TALKING RESULTS LTD shall not be held liable for such removal or disconnection.
5. Refund policy for Website Hosting Services
   1. As detailed above, cancellation by Client must be in writing with 30 days’ notice.
   2. Setup charges are not refundable under any circumstances.
   3. The first Term of service is not refundable under any circumstances.
   4. Refunds of renewal fees paid to TALKING RESULTS LTD shall only be made for fully unused calendar months of service that the Client desires to cancel.

2. Material and Products

TALKING RESULTS LTD makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. TALKING RESULTS LTD also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by the Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Client.

Use of any information obtained by way of TALKING RESULTS LTD is at the Client's own risk, and TALKING RESULTS LTD specifically denies any responsibility for the accuracy or quality of information obtained through its services. TALKING RESULTS LTD expressly limits its damages to the Client for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability.

TALKING RESULTS LTD specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

3. Trademarks & Copyrights

Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

4. Age

Client certifies that he or she is of full legal age to enter into this agreement.

5. Termination

1. This Agreement may be terminated by either party, without cause, by giving the other party 30 days’ written notice. Written notice may be by postal, email or fax transmission. TALKING RESULTS LTD reserves the right to verify all cancellations before terminating service. Notwithstanding the above, TALKING RESULTS LTD may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with any of the terms of this Agreement.
2. Termination for any violation of the TALKING RESULTS LTD Policies and Terms of Service Agreement shall be immediate including where the Client fails to remit payment to TALKING RESULTS LTD by the Client's invoice due date.
3. Notice of cancellation
   Written notice of cancellation may be by postal mail, email or fax transmission.

6. Limited Liability

1. Client expressly agrees that use of the Server offered by TALKING RESULTS LTD is at Client's sole risk. Neither TALKING RESULTS LTD, its employees, affiliates, agents or the like, warrant that the Server service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the Server service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the TALKING RESULTS LTD Server service.
2. Under no circumstances, including negligence, shall TALKING RESULTS LTD, its offices, agents or anyone else involved in creating, producing or distributing TALKING RESULTS LTD's Server service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the TALKING RESULTS LTD Server service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to TALKING RESULTS LTD's records, programs or services. Client hereby acknowledges that this paragraph shall apply to all content on TALKING RESULTS LTD's Server service.
3. Notwithstanding the above, Client's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate British Pound amount which Client paid during the term of this Agreement.

7. Lawful Purpose

Client may only use TALKING RESULTS LTD's Server service for lawful purposes. Transmission of any material in violation of any Parliamental, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secrets.

8. Indemnification

Client agrees that it shall defend, indemnify, save and hold TALKING RESULTS LTD harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees asserted against TALKING RESULTS LTD, its agents, its customers, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employees or assigns.

Client agrees to defend, indemnify and hold harmless TALKING RESULTS LTD against Liabilities arising out of any of the following:

1. any injury to person or property caused by any products sold or otherwise distributed in connection with TALKING RESULTS LTD's Server service;
2. any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party;
3. copyright infringement; and
4. any defective product which Client sold on the Server offered by TALKING RESULTS LTD.

9. Domain Name Ownership, Disputes, Use

Any domain name registered by TALKING RESULTS LTD on behalf of Client is the property of said Client after the Client has paid TALKING RESULTS LTD any registration fees that TALKING RESULTS LTD has incurred on behalf of the client. TALKING RESULTS LTD claims no ownership over Client domain names that the Client has paid to register.

At its option, TALKING RESULTS LTD will either arrange for any billing for names registered by TALKING RESULTS LTD on behalf of Client to be sent directly by the registrar or agent thereof to the Client, or TALKING RESULTS LTD will directly bill the client for these registration fees plus applicable expenses, and/or service charges, if any.

Client agrees that TALKING RESULTS LTD may be presented with information that Client's domain name possibly violates the trademark rights or other intellectual property rights of a trademark or other intellectual property rights owner. In case of such action, Client agrees to the following:

1. Client agrees to hold TALKING RESULTS LTD harmless of any action taken by such owner regardless of the outcome of such dispute and regardless of whether Domain Name Service hosting for Client's domain is hosted at or continued to be hosted at TALKING RESULTS LTD.
2. Client agrees that TALKING RESULTS LTD has the right to discontinue name service in the event of such dispute over a Client's domain name.
3. Client agrees that should TALKING RESULTS LTD discontinue name service for Client's domain upon notification of such dispute that that TALKING RESULTS LTD will not be liable for any loss of business, interruption of business, loss of Client's domain name, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, or otherwise, even if TALKING RESULTS LTD has been advised of the possibility of such damages.
4. In no event shall TALKING RESULTS LTD's maximum liability exceed one hundred (£100.00) pounds.

Client agrees that a TALKING RESULTS LTD contact person shall be named as the "technical or zone contact" for any domains hosted at TALKING RESULTS LTD. Client agrees that TALKING RESULTS LTD may create and use network resources with the Client's domain name for administrative, testing, and network infrastructure enhancement purposes.

Domain Name Service Payments, Cancellation and Refunds

Charges for domain name registration, renewal and transfer are payable in advance in full without exception and Domain Name Services are non-refundable in all circumstances.

1. Client agrees that TALKING RESULTS LTD will not be held responsible for the loss of Domain Names due to delays in receiving payment from the client.
2. Domain Names cannot be cancelled once registration or renewal fees have been paid and the relevant Domain Names have been registered and/or renewed on the Client's behalf by TALKING RESULTS LTD.

B. Website Design & Development and Design for Print Terms

1. Website Design Agreement

You understand and agree to the following terms and authorize our services:

You agree that you are hiring Talking Results as an independent contractor for the purpose of designing artwork for print and/or a world wide web site to be published on a hosting and domain account on an Internet Service Provider (ISP) and/or the registration, transfer or renewal of domain names on your behalf.

You authorize Talking Results to setup and/or access your hosting and domain accounts, or any other programs needed for this web design project that are included as part of your service requests.

You also authorize Talking Results to add hidden search keywords to your benefit, and a description to enable Talking Results to submit the completed web design project to major web search engines once final payment for our work is received, if desired.

2. Development

During the process of creating your web site, you may be able to view the work in progress on a site owned by Talking Results (www.talkingresultsltd.co.uk) and give Talking Results feedback during the designing stages. You are urged to promptly provide Talking Results with comments or instructions regarding any changes or corrections.

3. Material Copyrights and Trademarks

You guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Talking Results for use in the project are yours or that you have permission from the rightful owner to use each of these elements and that we am not liable for using them on your behalf.

4. Website Amendments

This agreement includes minor website amendments over a 1 month period after completion of up to one half hour per standard html web page of minor changes to sentences or paragraphs but does not include replacing a large amount of text from a page with new text, major page reconstruction, adding new pages, guest books, discussion forums, navigational changes, correcting/repairing attempted updates by you which have caused problems in the website, or repairing hacks or attempted hacks, which are outside of our control.

5. Website Completion Date

Once the project is scheduled to begin, you agree to provide the materials (images and/or text), as per our discussions/correspondence, in a timely manner. Talking Results cannot complete the web design in a timely manner if you don't provide us with the necessary content! Talking Results agree to work to complete the project no later than 28 days after you have submitted all necessary materials, unless agreed otherwise.

Your cooperation is key to the scheduling of our other projects. Failure to maintain the work pace because you haven't provided materials in a timely manner may mean Talking Results have to set aside your project for future scheduling. In that event we reserve the right to request a reactivation charge (up to 25% of the agreed total for the project) for the extra time spent re-establishing the project flow, unless otherwise agreed.

6. Project Delivery

Final payment is expected within 7 days of final publication, unless otherwise agreed. If not received it is possible your website may be suspended until payment is received unless this has been discussed and agreed otherwise.

7. Domain Registration & Website Hosting

You agree that Talking Results will arrange for suitable domain registration and/or web hosting through third parties as part of the service we provide, unless otherwise agreed in advance.

Talking Results cannot guarantee that all functions contained in the web design project will be uninterrupted or error-free from any of the third party service providers such as internet or domain companies which are all beyond our control.

8. Electronic Commerce Laws

You are solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the project or any other services contemplated herein.

9. Copyright

The finished design for print and/or website Talking Results produce will belong to Talking Results. You will be assigned full rights to it upon receipt of final payment. Legal rights to photos, graphics, source code, work-up files, and computer programs owned by others are specifically not being transferred to you, but remain the property of their respective owners.

Talking Results reserve the right to display graphics and other web design elements as examples of work in portfolios and marketing materials. All web design projects will contain a link to our own web site as the designer/author unless otherwise agreed in advance.

10. Payments & Payment Schedule

You agree payments will be made promptly, and in the event collection by a third party proves necessary, the client agrees to pay all fees (including all legal fees and court costs) incurred by that process.

You and Talking Results will have already discussed the estimated cost of your project and you agree to pay Talking Results the customary deposit (non-refundable) of 50% of the estimated total or the amount we have agreed upon before we will begin working on the project and/or purchase domain names on your behalf.

Final payment is expected within 7 days of final publication, unless otherwise agreed. Upon receipt of final payment, your website will be made 'live' and available for the public to view and any associated email accounts will be created at this stage.

Delays in payment will result in suspension of your website and/or email accounts.

11. Artwork for Print

Talking Results takes a great deal of care in preparing jobs for print. By confirming that you are happy for final artwork to go to print you assume full responsibility for any errors in the artwork and agree to pay the printing costs previously set out in our correspondence. Talking Results Ltd are not liable for any additional costs which may be incurred in amending and reprinting the artwork, should this be necessary.

12. Legal Disclaimer

The Websites designed by Talking Results Ltd are done so at the exclusive direction of and based on information provided by each individual Web site owner. The sole and entire responsibility for that information rests with the individual web site owner. Talking Results Ltd shall not be liable in any way whatsoever for:

• Any damage of any kind (direct, indirect, consequential, incidental or punitive) which results from the use of, access to or inability to use the information contained in any web site which it has designed.
• Any errors or omissions in the contents of any web site or printed materials which it has designed.
• Any damages to or viruses that may infect a site visitor's computer equipment, software, data or other property which result from a site visitor's access to, use of or browsing in any site designed or maintained by Talking Results.
• Any damages which result from the downloading of material, data, text, images, video or audio from any site designed by Talking Results.
• Any content in any site linked to a site designed by Talking Results and any resulting damages from a site visitor's access to any such linked site. Site visitors link to any other such sites at their own risk.

Our agreement becomes effective when you acknowledge these terms by confirming that you have read and agreed to them, either verbally or by email.

Contract Revisions

Revisions to this Contract will be considered agreed to by the Client on renewal of TALKING RESULTS LTD Services.

This Agreement constitutes the entire understanding of the parties. Any changes or modifications to this Contract are agreed to by the parties upon renewal of services.

This Agreement shall be governed and construed in accordance with the laws of the United Kingdom.

If you have any questions regarding the information on this page please contact TALKING RESULTS LTD by email, postal mail, telephone or fax.