Website Legal Contract
1.1 The definitions and rules of interpretation in this clause shall apply throughout this Agreement:
"Agreement" means the agreement comprising the cover sheet attached to these terms and conditions and these terms and conditions;
“Auto Garages” means the business trading as Auto Garage Network Ltd;
"Auto Garages Content" means all text, pictures, sound, graphics, video and other data included in or Presented on the Website;
"Brands" means the brand name Auto Garages and such other names as may be nominated by Auto Garage Network Ltd for the Purpose of this Agreement, and "Brand" shall be construed accordingly;
"Business" means the business carried on by Auto Garages;
"Confidential Information" means any information which is disclosed by Auto Garages to the Partner (whether directly or indirectly, whether verbally or in writing and whether or not such information is marked "confidential") or which shall otherwise come into the hands of the Partner in relation to the Business including, without limitation, any Customer details;
"Customer” means a customer of the Partner who has had or is to have Services provided by the Partner pursuant to this Agreement;
“Domain” means the domain name purchased direct by and licensed direct to the Partner and provided on the cover sheet;
"Exclusive Territory” has the Meaning set out in the cover sheet attached to these terms and conditions;
"Group" means Auto Garages and any subsidiary and holding company of Auto Garages and each subsidiary of any such holding company (as "Subsidiary,' and "Holding Company" are defined in Part 38 of the Companies Act 2006);
“Intellectual Property Rights”means the existing and/or future intellectual or industrial property rights including but not limited to all existing and future copyright, design rights (whether registered or unregistered), database rights, patents, trademarks (whether registered or unregistered), semi-conductor topography rights, internet rights/domain names, rights in know how and confidential information and any and all applications for any of the foregoing whether conferred by contract, common law or otherwise and which exist or arise anywhere in the world in or relating to the Business, the Website, the Software and the Auto Garages Content;
"Monthly Fee" has the meaning set out in the cover sheet attached to these terms and conditions;
"Partner" has the meaning set out in the cover sheet attached to these terms and conditions;
"Service" means the development, provision, ongoing availability, support and maintenance of a website for the Partner pursuant to this Agreement;
"Software" means the computer software (in source code and object code format) used in the Website, including all computer programs, algorithms, coding, routines and applications;
"Term" has the meaning set out in the cover sheet attached to these terms and conditions;
"Website" means the Partner website and its associated Domain/URL.
1.2 Any reference in this Agreement to writing includes email, facsimile transmission or any similar means of communication.
1.3 In this Agreement, unless otherwise specified or the context otherwise requires:
1.3.1 words importing any gender shall include the other genders and words importing natural persons shall include corporations and vice versa;
1.3.2 words importing the singular only shall include the plural and vice versa;
1.3.3 words importing the whole shall be treated as including a reference to any part thereof; and
1.3.4 reference to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most closely approximates in that jurisdiction to the English legal term.
2 CONTRACT TERM
2.1 The Contract Term consists of an initial period of 12 months (the
"Initial Term") and subsequent renewals. At the end of the Initial Term this Agreement will automatically renew for subsequent periods of twelve months each, unless and until terminated pursuant to the attached terms and conditions.
3 THE SERVICE
3.1 The service scope includes the development, provision, on-going availability, support and maintenance of a website for the Partner pursuant to this Agreement. In the unlikely event of a fault or service issue, Auto Garages will usually rectify any reported design/content fault immediately but reserve the right to ask for a total of seven working days to make good.
4 MONTHLY FEES
4.1 In consideration of Auto Garages providing the Service described in clause 3, the Partner Organisation will pay the Monthly Fee shown on the cover sheet (plus any value added tax that may be chargeable) for the duration of this Agreement, subject to annual review by Auto Garages with the Partner being given at least 30 days' notice of any change to the Monthly Fee as result of such review.
4.2 The monthly fee shall be payable by the fifth day of each calendar month in which the service will be provided. It shall be paid to Auto Garages by Standing Order to the bank account specified on the initial Invoice at the start of the Contract Term.
5.1 Upon contract initiation, the Set-up Fee and first month’s Monthly Fee become due. A single invoice will be provided at this time covering the Set-up Fee and the Monthly Fees to be paid over the following twelve months.
5.2 Invoices will not be issued for individual Monthly Fees to be paid during any 12-month period.
5.3 On each anniversary of contract initiation, an invoice will be provided for the Monthly Fees to be paid over the following twelve months.
5.4 These annual invoices are important documents which will be required by your accountant and/or finance department.
6.1 After (the "Initial Term") either party may give six months’ notice of termination of this Agreement in writing.
6.2 During (the "Initial Term") should the “customer” choose to terminate, they will be liable to pay in full for the remainder of that term.
6.3 At contract termination, the Partner Organisation’s original website (where applicable) will be restored to the Partner’s Domain. It is the sole responsibility of the Partner Organisation to confirm to Auto Garages its new hosting arrangements; this must be done at least 30 days before the six months notice ends.
7 BUSINESS FAILURE
7.1 In the unlikely event of business failure of either party, this contract will necessarily become void.
7.2 If the Partner Organisation business fails, Auto Garages will seek payment of any outstanding Set-Up Fee from the Partner Organisation’s administrators. In all other respects, Clause 6 Termination applies.
7.3 If Auto Garages business fails, the Partner Organisation will be given license to use its extant website in perpetuity. When the Partner Organisation informs Auto Garages of its new hosting arrangements, Auto Garages will manage transfer of the website to ensure Partner Organisation business continuity.
8.1 Auto Garages will give an area of exclusivity. This will be a minimum of a one mile circumference from the “the customer’s” usual business premises.
8.2 “Exclusive Area” denotes the area that must not be entered by another “customer’s” premises. Meaning that whilst another customers business premises is outside of the “Exclusive Area”, each customers exclusive area may overlap.
8.3 Should the agreed area of exclusivity be breached. Auto Garages will become liable for the sum of £100,000.00.
9 ADDITIONAL CONDITIONS (IF ANY)
9.1 The Partner will approve the initial Partner Organisation-specific content to be included on the Website, including its product and service range, facilities and opening hours.
9.2 Auto Garages will adhere to all points in the “Our Promise” section.
ANY SPECIAL CIRCUMSTANCES
In our experience, after a period of three months, your website will become self funding. If after 12 months you can prove that this is not the case,* Auto Garages will refund the difference.
* You will be required to log customer calls, promote using social media and improve your search engine optimisation.
If your search engine ranking is initially low, this will affect your cash positive period. Please speak to your representative to discuss ways to improve this.
I understand & agree to the above Terms & Conditions: