This Services Agreement (the "Agreement") contains the complete terms and conditions which govern your subscription of Web hosting, e-Commerce, software development, data management, and other Internet-related services provided by Know I.T. Consulting (the "Services"). As used in this Agreement, " Know I.T. Consulting " means Know I.T. Consulting Ltd and "Client", "you", or "your" means you. By the signing of a paper contract, you acknowledge that you have read the Agreement, and you agree to its terms and conditions and all policies posted on the Know I.T. Consulting website (www.knowitconsulting.co.uk).

Terms of the Contract

1. Having received a brief of requirements from The Client, either verbal or written, Know I.T. Consulting will produce a quotation detailing the work to be carried out. The Client must provide written confirmation that the quotation is acceptable by signing and returning a copy of the quotation. This will effectively form the basis of the contract.

2. This agreement constitutes the entire agreement between Know I.T. Consulting and The Client. In making this agreement each party confirms that they have not relied on any inducement not recorded in this agreement.

Copyright and Content

1. The Client MUST own copyright, or have reproduction rights, of all artwork, trade names, photographs, and other materials reproduced in The Client's project. The Client shall indemnify Know I.T. Consulting against any costs whatsoever in connection with the ownership of copyright or reproduction rights. The Client shall have full liability for the consequences of the contents of the printed literature, website or other project commissioned.

2. The Client's logos, artwork, graphics and photographs remain the copyright of The Client. Design, graphics and programming produced by Know I.T. Consulting remain the intellectual property of Know I.T. Consulting until full and final payment has been received.

3. All preliminary work carried out at The Client's request, whether experimentally or otherwise, shall be charged to The Client.

4. Know I.T. Consulting withholds the right to refuse publication of any content which it sees as being indecent, obscene or offensive towards others.

5. Proofs of all printed work may be submitted for The Client's approval and Know I.T. Consulting shall not be liable for errors not corrected by The Client in such proofs. The Client's alterations and additional proofs necessitated thereby shall be charged as additional charges. When style, type or layout is left to the judgment of Know I.T. Consulting, changes therefrom made by The Client shall be charged as additional charges. No responsibility will be accepted for any errors, including colour variations, in proofs approved by The Client.

Web Site Design

1. Know I.T. Consulting will produce and publish temporarily on the Know I.T. Consulting web site a design proof for The Client's approval. The design copyright of the proof shall remain the sole property of Know I.T. Consulting. Use of the design in any respect without the express written permission of Know I.T. Consulting will constitute breach of copyright.

2. Know I.T. Consulting will complete the design and build of The Client's web site after receiving written confirmation that the design proof is satisfactory.

3. Know I.T. Consulting will release Web Site code and graphics when payment of the final invoice for the outstanding quotation value is received in full.

4. Once Know I.T. Consulting has received written confirmation that the design proof is satisfactory, modifications to the design specification will be considered an amendment to the contract. All modifications must be confirmed in writing.

5. Our Consultancy service and general advice is, by its nature, subjective. It is up to The Client whether they decide to follow our ideas and suggestions. We cannot guarantee that any of those ideas and suggestions will increase traffic to The Client's web site, improve ratings with search engines or boost sales.

Domain Name Registration and Website Hosting

1. Know I.T. Consulting will register domain names in The Client's name. In doing this, Know I.T. Consulting are acting as The Client's agent with the appropriate Naming Authority. The contract of registration is between The Client and them and The Client is bound by their terms and conditions (available on request).

2. Registration is for two years unless otherwise agreed. Although we will do our best to renew the registration for you, it is ultimately your responsibility to make sure this happens so please keep a note of the date.

3. Know I.T. Consulting will advise The Client on the most appropriate and cost-effective web site hosting package supplied by a third party. The website hosting contract is between The Client and the hosting company and The Client is bound by their terms and conditions (available on request).

4. The Client takes all risks in connection with the solvency and performance of such third parties and The Client accepts that the third party has sole liability to provide such services.

Force MaJeure

Know I.T. Consulting shall not be liable for any delay or failure to perform any of its contractual obligations as a result of war, flood, storm, riot, fire, accident, civil commotion, acts of god, government action, failure of power supply, equipment failure, lock out, strike (not likely!), default or failure of subcontractor or suppliers or any other cause beyond its reasonable control and Know I.T. Consulting shall not be liable for any loss, damage or expense suffered by The Client or any third party arising directly or indirectly from any such matters.

Invoicing, Payment and Tender Validity

1. Payment for services must (unless otherwise agreed with Know I.T. Consulting) be made as follows: 30% (or an agreed deposit) with order, plus balance on completion. Design modifications will be a charged at the prevailing hourly rate dependant on type of service required.

2. Payment shall be made in UK Pounds Sterling to Know I.T. Consulting Ltd. Payments are due within 14 days of presentation of invoice. If due to bank charges, transfer fees, or the like, Know I.T. Consulting should receive less than its invoice amount, Know I.T. Consulting will re-invoice The Client for the shortfall. In the event that any amount remains unpaid 14 days after invoice date, Know I.T. Consulting reserves the right to discontinue, withhold, or suspend services to The Client to whom such unpaid amounts relate.

3. In accordance with The Late Payment of Commercial Debts Act 1998 interest will be charged on all payments received outside of payment terms at the rate of 2% above Lloyds Bank plc base rate. All charges incurred by Know I.T. Consulting due to late payment or cheques that require representing or fees required to recover debts will be passed onto The Client.

4. Tenders and Quotes are valid for 30 days from the date of the Tender or Quote. All prices quoted may be subject to change without notice after this period.

5. Once Know I.T. Consulting has undertaken a commission for services, a cancellation fee of upto 75% will apply if the contract is terminated through no fault of Know I.T. Consulting. An interim invoice will also be levied for upto 75% of the total quotation value if the commissioned project's content is not received within 30 days of commission.

Warranties

1. Unless otherwise stated on the Company's documentation, all Goods have a “Return To Base” warranty under which the Company shall repair free of charge or at its sole discretion return to manufacturer for repair or replacement any Goods supplied by the Company within its warranty period that is established by the Company to be defective or have developed a fault under normal usage. The Company may levy handling charges to cover packaging, carriage and any other expenses thus incurred.

2. Unless otherwise stated on the Company's documentation, the Warranty period for New goods shall be twelve months.

3. If the Buyer wishes to make a claim under this warranty, the Buyer shall give written notice to the Company within 30 days of the discovery of the defect and give the Company a reasonable opportunity to inspect the Goods in question.

4. The Company shall not be liable for any breach of warranty if the Buyer makes any further use of the Goods after giving such notice or alters or repairs the Goods without the agreement of the Company.

5. The Company’s liability under the warranty shall be limited to repairing or replacing the Goods in question or refunding the price of such Goods.

Software

1. The Buyer shall not acquire title to software, merely a “license to use”. The Buyer agrees to comply with terms of such license and in particular guarantees not to pass on, sell or copy the software except for the Buyer's own security purposes.

Repairs

1. It is the Buyer's sole responsibility to take and keep adequate backup or copy of all software and data. The Company shall not be liable for any loss or damage resulting from a loss or corruption of the Buyer's software or data.

2. The Company shall strive to complete all repairs as speedily as possible but the Company shall not be liable for any loss or damage resulting from any delay in effecting repairs or from incomplete or faulty repairs whether under warranty or not.

3. Any returns on damaged goods and shortages, should be notified within two working days. There are no returns on 'special orders'. For other orders, returns will be fully credited, as long as they are available for collection with the original packaging.

Warranty & Liability

1. The Company will not be liable for any damaged goods or injuries resulting from use of any products. The Company does not provide warranties on any merchandise. Any warranty or promises made by the manufacturers are solely their liability.

2. In no event shall the Company be liable for any special, incidental, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of the information made available on this web site.

Disclaimer

1. Know I.T. Consulting cannot be held liable for any information contained within The Client's web site or printed literature. The content of such remains the copyright and intellectual property of The Client. The Client is liable for any reasonable legal costs incurred by Know I.T. Consulting caused by the content of The Client's web site or other project and agrees to indemnify Know I.T. Consulting for any awards made by a court of law.

2. Search Engine entry and ranking can in no way be guaranteed as this remains the sole discretion of a third party search engine provider.

3. No liability will be accepted for compatibility issues with code or any errors, omissions or failings of software code produced.

4. Where in the instance that a time scale / schedule has been given, Know I.T. Consulting will not be responsible for any money lost to The Client if the deadline is not met.

5. On completion of any web site it is the sole responsibility of The Client to manage the site. Know I.T. Consulting will no longer be responsible for the site upon completion unless an alternative agreement has been reached.

6. Should Know I.T. Consulting waive any of these terms on an individual basis, this shall not affect the validity of remaining clauses or commit Know I.T. Consulting to waive the same clause on any other occasion.

7. This contract shall be subject to English Law. Where it is held that Know I.T. Consulting is not entitled to rely on any term in this contract, then Know I.T. Consulting may also be allowed to cancel all rights and obligations under this contract, or to hold all other clauses as valid entirely at their sole discretion.

8. Know I.T. Consulting reserves the right to amend these terms and conditions at any time.

Apology

These terms have been drawn up under legal advice principally to protect Know I.T. Consulting from bad debts and the compensation culture - we are generally agreeable, understanding and flexible and will be unlikely to strictly enforce these terms and conditions with clients that are also honest, agreeable, understanding and flexible.

Errors & Omissions

The Company may correct any errors or omissions in their documentation (including these Terms and Conditions) without prejudice to their interests.

Correspondence and Business Address

Know I.T. Consulting, 1st Floor Station Road, Kettering, Northants. NN15 7HH

http://www.knowitconsulting.co.uk

Jan 2005