Terms & conditions
View our terms and conditions below
Terms and Conditions

Absolute Web Design
Terms and conditions of service

Please read these terms and conditions carefully. They cover the following services provided by Absolute Web Design:

  • the design and implementation of ecommerce websites for customers;
  • the hosting of those websites and the maintenance of the software used to build those websites;
  • the resale of domain names and SSL certificates for use with the websites; and
  • the provision of support services to customers.

All contracts that Absolute Web Design may enter into from time to time for the provision of those services shall be governed by these terms and conditions, and Absolute Web Design will ask for a customer's express written acceptance of these terms and conditions before providing those services to the customer.
1.       Definitions
1.1    Except to the extent expressly provided otherwise, in these Terms and Conditions:
"Account" means an account enabling a person to access and use the Hosted Services, to upload Customer Data to the Customer Website, and to manage the Customer Website;
"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
"Agreement" means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;
"AWD" means Absolute Web Design Limited, a company incorporated in England and Wales (registration number 04474235) having its registered office at 2 Eskdale Road, Ardsley, Barnsley, South Yorkshire, S71 5DS;
"AWD Confidential Information" means:
(a)    any information disclosed by or on behalf of AWD to the Customer at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Customer (acting reasonably) to be confidential; and
(b)    the financial terms of the Agreement;
"Business Day" means any weekday other than a bank or public holiday in England;
"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
"Charges" means the following amounts:
(a)    such amounts as may be specified in the Quotation or otherwise agreed in writing by the parties from time to time; and
(b)    to the extent that the parties have not agreed payments with respect to Services, or where specified in the Agreement, amounts calculated by multiplying AWD's standard time-based charging rates (as set out on the AWD website or notified to the Customer from time to time) by the time spent by AWD's personnel performing the relevant Services;
"Confidential Information" means AWD Confidential Information and the Customer Confidential Information;
"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);
"Customer" means the person or entity identified as such in the Quotation;
"Customer Confidential Information" means any information disclosed by the Customer to AWD during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as "confidential", or should have been reasonably understood by AWD to be confidential;
"Customer Data" means all data, works and materials: uploaded to or stored using the Hosted Services by the Customer; or supplied by the Customer to AWD for uploading to, transmission by or storage on the Hosted Services, or for any other use in connection with the Services;
"Customer Personal Data" means any Personal Data that is processed by AWD on behalf of the Customer in relation to the Agreement;
"Customer Website" means the ecommerce website of the Customer created by AWD and made available through the Hosted Services;
"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);
"Design" means the visual design of the Customer Website created and/or made available by AWD to the Customer through the Design and Build Services or otherwise under the Agreement;
"Design and Build Services" means the creation of the Design (including any Logo) and the configuration of the Hosted Services for the Customer Website;
"Effective Date" means the date upon which the Customer gives its written acceptance of the Quotation, subject to Clause 2.2;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Hosted Services" means the hosted ecommerce website service created and maintained by AWD which will be made available by AWD to the Customer as a service via the internet in accordance with these Terms and Conditions;
"Hosted Services Defect" means a defect, error or bug in the Hosted Services having a material adverse effect on the operation, functionality or performance of the Hosted Services or Customer Website, but excluding any defect, error or bug caused by or arising as a result of:
(a)    any act or omission of the Customer or any person authorised by the Customer to use the Hosted Services or Customer Website;
(b)    any use of the Hosted Services or Customer Website contrary to the instructions of AWD, whether by the Customer or by any person authorised by the Customer;
(c)    a failure of the Customer to perform or observe any of its obligations in the Agreement; and/or
(d)    an incompatibility between the Hosted Services or Customer Website and any other system, network, application, program, hardware or software not specified as compatible in the Quotation;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Logo" means a design for a logo created by AWD on behalf of the Customer, and supplied by AWD to the Customer, as part of the Design and Build Services or otherwise under these Terms and Conditions;
"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;
"Quotation" means a written quotation, sent by AWD to the Customer, setting out the particulars of the Services and the Agreement;
"Resource Limitations" means those limitations relating to the use of the Hosted Services, Customer Website and/or Support Services (which may include bandwidth, processor utilisation, storage, back-up storage and support time limitations) that are specified on the AWD website from time to time;
"Services" means any services that AWD provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services or Customer Website, but shall not include the provision of training services;
"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that AWD agrees in writing shall be supported;
"Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the Quotation, the main body of these Terms and Conditions and Schedule 1 (Acceptable Use Policy), including any amendments to that documentation from time to time; and
"Third Party Services" means any hosted or cloud services provided by any third party that may transmit data to and/or from the Hosted Services (but excluding services provided by the third party for remuneration under contract to AWD).
2.       Term
2.1    The Agreement shall come into force upon the Effective Date subject to Clauses 2.2 and 3.2.
2.2    If the Customer gives its written agreement to the Quotation more than 30 days after the issue of the Quotation by AWD, then the Agreement shall only come into force if and when AWD sends a written notice confirming this to the Customer, in which case the date of sending of that written notice shall be the Effective Date for the purposes of the Agreement.
2.3    The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 23.
2.4    Unless the parties expressly agree otherwise in writing, each accepted Quotation shall create a distinct contract under these Terms and Conditions.
3.       Subsisting contracts
3.1    ‌This Clause 3 applies if there is a subsisting contract between the parties relating to the provision and hosting of the Customer Website immediately before the Agreement comes into force.
3.2    ‌If this Clause 3 applies, then: (a) the terms of the Agreement shall come into force and replace the terms of the subsisting contract at the time that the Customer gives its written consent to these Terms and Conditions; and (b) AWD shall not provide the Design and Build Services to the Customer.
4.       Design and Build Services
4.1    AWD shall provide the Design and Build Services to the Customer in accordance with this Clause 4, subject to Clause 3.2.
4.2    AWD shall use reasonable endeavours to ensure that the Design and Build Services are provided in accordance with any timetable agreed by the parties (but does not guarantee this).
4.3    ‌AWD shall, at the request of the Customer, make a reasonable number of revisions to the Design during the provision of the Design and Build Services, but shall have no obligation to make any revisions constituting a change of instructions from the Customer, or to make more than 6 revisions in total. If the Customer does not provide any feedback on any final Design within 10 Business Days following the making available of the Design to the Customer, then the Customer shall be deemed to have accepted the Design and shall have no further rights to request revisions of the Design. If:
(a)    AWD agrees to make more than 6 revisions of a Design;
(b)    AWD agrees to make any changes to any final Design accepted or deemed to be accepted by the Customer; or
(c)    the Customer requests any changes following a Design being loaded to a web page,
         such changes will be subject to additional Charges.
4.4    The Customer acknowledges that a delay in the Customer supplying Customer Data or performing its obligations in the Agreement may result in a delay in the performance of the Design and Build Services; and subject to Clause 21.1 AWD will not be liable to the Customer in respect of any failure to meet the Design and Build Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under these Terms and Conditions.
4.5    AWD hereby assigns to the Customer all of AWD's Intellectual Property Rights in any Logo, excluding the Intellectual Property Rights in the Customer Data. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals, and includes the right to bring proceedings for past infringements of the assigned rights. This assignment shall take effect upon the supply of the relevant Logo to the Customer.
4.6    AWD hereby grants to the Customer non-exclusive licences:
(a)    during the Term, to use the Design (excluding the Logo) on and in relation to the Customer Website; and
(b)    during the Term and thereafter, to use the visual appearance of the Design (excluding the Logo) on any other website owned and operated by the Customer,
        providing that the Customer must not without the prior written consent of AWD resell the Design, redistribute the Design, or sub-license any other person to use the Design for the purpose of incorporation into a website.
4.7    Subject to Clauses 4.5 and 4.6 and any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Design and Build Services by AWD shall be the exclusive property of AWD.
5.       Hosted Services
5.1    AWD shall create an Account for the Customer and shall provide to the Customer login details for that Account, enabling the Customer to publish the Customer Website through the Hosted Services.
5.2    AWD hereby grants to the Customer a non-exclusive licence to use the Hosted Services by means of a Supported Web Browser for the business purposes of the Customer during the Term.
5.3    Clause 5.2 is subject to the following limitation - the Hosted Services may only be used by:
(a)    the officers or employees of the Customer; and/or
(b)    the other agents and the subcontractors of the Customer using a named user Account associated with the relevant person (providing that the Customer may change, add or remove a designated named user via the Hosted Services).
5.4    Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by AWD to the Customer under Clause 5.2 is subject to the following prohibitions:
(a)    the Customer must not resell the Hosted Services or sub-license its right to access and use the Hosted Services via the Account;
(b)    the Customer must not permit any unauthorised person to access or use the Hosted Services using the Account, and must ensure that appropriate access permission are set on the Accounts;
(c)    the Customer must not use the Hosted Services to provide services to third parties (other than users of and customers on the Customer Website);
(d)    the Customer must not republish or redistribute any content or material from the Hosted Services;
(e)    the Customer must not make any alteration to the Hosted Services (excluding the alteration of the Customer Data and Customer Website), except as permitted by AWD in writing; and
(f)     the Customer must not reverse engineer the Hosted Services or use the Hosted Services to build any product or services which compete with the products or services of AWD.
5.5    The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person or competitor of AWD may gain access to the Hosted Services using an Account.
5.6    AWD shall use reasonable endeavours to maintain the availability of the Hosted Services and Customer Website during the Term, but does not guarantee 100% availability. In particular, the Hosted Services and Customer Website may be unavailable during periods of scheduled and emergency maintenance, whether carried out by AWD or any applicable third party services provider.
5.7    The Customer must:
(a)    comply with Schedule 1 (Acceptable Use Policy);
(b)    ensure that all persons using the Hosted Services or Customer Website with the authority of the Customer or by means of an Account comply with Schedule 1 (Acceptable Use Policy); and
(c)    use all reasonable endeavours to ensure that any other users of the Customer Website comply with Schedule 1 (Acceptable Use Policy).
5.8    The Customer must not use the Hosted Services or Customer Website in any way that causes, or may cause, damage to or impairment of the availability or accessibility of any computers, software or systems owned or operated by AWD.
5.9    The Customer must not use the Hosted Services or Customer Website:
(a)    in any way that is unlawful, illegal, fraudulent or harmful; or
(b)    in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
5.10  For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Hosted Services, either during or after the Term.
5.11  ‌If the Customer requests any changes to a Design after it has been incorporated into the Customer Website, then AWD shall have no obligation to make such changes; and if AWD does agree to make such changes, it may charge the Customer with respect to those changes.
5.12  AWD reserves the right to make changes to the Hosted Services from time to time for the purpose of:
(a)    complying with applicable law;
(b)    maintaining or improving the security of the Hosted Services;
(c)    maintaining compatibility of the Hosted Services with the Supported Web Browsers or other third party software or systems; or
(d)    improving or updating the Hosted Services.
(e)    removal of functionality considered obsolete by AWL.

6.       Support Services
6.1    The Customer must use AWD's support ticketing system in order to access the Support Services.
6.2    AWD shall provide the Support Services to the Customer during the Term with reasonable skill and care.
6.3    AWD shall use reasonable endeavours to remedy any Hosted Services Defects notified by the Customer to AWD through the Support Services; but AWD does not guarantee to remedy a Hosted Services Defect within any particular time period.
7.       Domain names
7.1     The customer shall ensure that AWD has complete control of the customers domain names and DNS records through AWDs nominated Name Servers.
7.2    AWD will act as a reseller in relation to any domain names that AWD applies for on behalf of, or supplies to, the Customer.
7.3    The Customer must:
(a)    comply with; and
(b)    not act or omit to act in any way which is likely to lead to AWD not complying with,
        the terms and conditions of AWD's domain name supplier.
7.4    AWD shall have no obligation to renew any domain name registration after cancellation of the Hosted Services or if AWD has not received the corresponding Charges from the Customer or any other Charges relating to the domain name registration are overdue (whether as a result of a payment processing failure or otherwise).
7.5    As at the Effective Date, those terms and conditions are available on request.
8.       SSL certificates
8.1    AWD will act as a reseller in relation to any SSL certificates that AWD applies for on behalf of, or supplies to, the Customer.
8.2    The Customer must:
(a)    comply with; and
(b)    not act or omit to act in any way which is likely to lead to AWD not complying with,
        the terms and conditions of AWD's SSL certificate supplier.
8.3    AWD shall have no obligation to renew any SSL certificate if AWD has not received the corresponding Charges from the Customer or any other Charges relating to the SSL certificate are overdue (whether as a result of a payment processing failure or otherwise).
8.4    As at the Effective Date, those terms and conditions are available on request by contacting AWD.
‌9.       Customer obligations
9.1    ‌The Customer must ensure that its use of the Services does not breach the Resource Limitations.
9.2    ‌The Customer acknowledges that AWD may use technological measures to enforce the Resource Limitations and may charge the Customer for any usage of the Hosted Services or Customer Website in excess of the Resource Limitations; and that any agreement to increase the Resource Limitations may be subject to the payment of additional Charges. Any additional Charges under this Clause 9.2 must be reasonable, taking into account the additional costs incurred by AWD with respect to the excess use.
9.3    Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to AWD, or procure for AWD, such:
(a)    co-operation, support and advice;
(b)    information and documentation; and
(c)    governmental, legal and regulatory licences, consents and permits,
        as are reasonably necessary to enable AWD to perform its obligations under the Agreement.
9.4    The Customer must provide to AWD, or procure for AWD, such access to the Customer's computer hardware, software, networks and systems as may be reasonably required by AWD to enable AWD to perform its obligations under the Agreement.
9.5    The Customer must ensure that Customer Data uploaded to the Hosted Services by means of the Account is in the correct file format, as specified in the Hosted Services.
9.6    The Customer must comply with the terms and conditions of any payment services provider whose services are utilised by the Customer in connection with the Customer Website.
9.7    If there is any breach by the Customer of Clause 5.8, 5.9 or 10.3, AWD may:
(a)    suspend the Hosted Services (including suspending the publication of the Customer Website) while it investigates and/or remediates the matter; and/or
(b)    delete or edit the relevant Customer Data to the extent reasonably necessary to prevent an ongoing breach,
        and AWD may charge the Customer at its standard time-based charging rates for any remediation work performed by AWD as a result of any such breach.
10.    Customer Data
10.1  The Customer must deliver to AWD promptly following a request from AWD, and in any case in accordance with any timetable agreed by the parties in writing, all that Customer Data which is reasonably required by AWD to enable AWD to perform the Services (in a format specified by AWD acting reasonably).
10.2  The Customer hereby grants to AWD a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of AWD's obligations, and exercise of AWD's rights, under the Agreement. The Customer also grants to AWD the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of AWD's obligations, and exercise of AWD's rights, under the Agreement, subject always to any express restrictions elsewhere in the Agreement.
10.3  The Customer warrants to AWD that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.
10.4  AWD may create a back-up copies of the Customer Data regularly.
10.5  Notwithstanding Clause 10.4, the Customer must regularly create and store its own back-ups of the Customer Data using the back-up functionality made available through the Hosted Services. Subject to Clause 21.1, AWD shall not be liable to the Customer for any loss or damage suffered or incurred by the Customer as a result of the Customer's failure to do so.
10.6  Within the period of 1 Business Day following receipt of a written request from the Customer, AWD shall use all reasonable endeavours to restore the Customer Website using any back-up copy of the Customer Data created and stored by AWD in accordance with Clause 10.4 or by the Customer in accordance with Clause 10.5. The Customer acknowledges that this process will overwrite any Customer Data stored in the Customer Website prior to the restoration.
11.    Integrations with Third Party Services
11.1  The Hosted Services are integrated with those Third Party Services identified on AWD's website as at the Effective Date. AWD may integrate additional Third Party Services with the Hosted Services at any time.
11.2  AWD may remove, suspend or limit any Third Party Services integration at any time in its sole discretion.
11.3  The supply of Third Party Services shall be under a separate contract or arrangement between the Customer and the relevant third party. AWD does not contract to supply the Third Party Services and is not a party to any contract for, or otherwise responsible in respect of, the provision of any Third Party Services. Fees may be payable by the Customer to the relevant third party in respect of the use of Third Party Services.
11.4  The Customer acknowledges that:
(a)    the integration of Third Party Services may entail the transfer of Customer Data from the Hosted Services to the relevant Third Party Services; and
(b)    AWD has no control over, or responsibility in respect of, any disclosure, modification, deletion or other use of Customer Data resulting from any integration with any Third Party Services.
11.5  Without prejudice to its other obligations under this Clause 11, the Customer must ensure that it has in place the necessary contractual safeguards to ensure that both:
(a)    the transfer of relevant Customer Personal Data to a provider of Third Party Services is lawful; and
(b)    the use of relevant Customer Personal Data by a provider of Third Party Services is lawful.
11.6  The use of some features of the Hosted Services may depend upon the Customer enabling and agreeing to integrations between the Hosted Services and Third Party Services.
11.7  The Customer warrants to AWD that the transfer of Customer Data by AWD to a provider of Third Party Services in accordance with this Clause 11 will not infringe any person's legal or contractual rights and will not put AWD in breach of any applicable laws.
11.8  Additional Charges may be payable by the Customer to AWD in respect of Third Party Services integration.
11.9  Save to the extent that the parties expressly agree otherwise in writing and subject to Clause 21.1:
(a)    AWD gives no warranties or representations in respect of any Third Party Services; and
(b)    AWD shall not be liable to the Customer in respect of any loss or damage that may be caused by any Third Party Services or any provider of Third Party Services.
12.    No assignment of Intellectual Property Rights
12.1  Save as expressly set out in the Agreement, nothing herein shall operate to assign or transfer any Intellectual Property Rights from AWD to the Customer, or from the Customer to AWD.
13.    Charges
13.1  The Customer shall pay the Charges to AWD in accordance with these Terms and Conditions.
13.2  All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to AWD.
13.3  AWD may elect to vary any element of the Charges by giving to the Customer not less than 30 days' written notice of the variation.
14.    Payments
14.1  Subject to the other provisions of this Clause 14, the Customer shall pay Charges with respect to the Services to AWD by direct debit in advance of the period of Services to which the Charges relate.
14.2  Unless AWD has agreed otherwise in writing, the Customer shall pay to AWD 50% of any Charges with respect to Design and Build Services upon the Effective Date and 50% of those Charges within 2 Business Days following the completion of the Design and Build Services.
14.3  If AWD has agreed that the Customer may pay any Charges following invoice, the Customer must pay those Charges to AWD within the period of 30 days following the issue of the invoice.
14.4  ‌The Customer shall pay Charges with respect to domain names and SSL certificates in advance.
14.5  If the Customer does not pay any amount properly due to AWD under these Terms and Conditions, AWD may claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
14.6  AWD may suspend the provision of any Services if any amount due to be paid by the Customer to AWD under the Agreement is overdue, and AWD has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend Services on this basis.‌
15.    Confidentiality obligations
15.1  AWD must:
(a)    keep the Customer Confidential Information strictly confidential;
(b)    not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
(c)    use the same degree of care to protect the confidentiality of the Customer Confidential Information as AWD uses to protect AWD's own confidential information of a similar nature, being at least a reasonable degree of care; and
(d)    act in good faith at all times in relation to the Customer Confidential Information.
15.2  The Customer must:
(a)    keep AWD Confidential Information strictly confidential;
(b)    not disclose AWD Confidential Information to any person without AWD's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
(c)    use the same degree of care to protect the confidentiality of AWD Confidential Information as the Customer uses to protect the Customer's own confidential information of a similar nature, being at least a reasonable degree of care; and
(d)    act in good faith at all times in relation to AWD Confidential Information.
15.3  Notwithstanding Clauses 15.1 and 15.2, a party's Confidential Information may be disclosed by the other party to that other party's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.
15.4  No obligations are imposed by this Clause 15 with respect to a party's Confidential Information if that Confidential Information:
(a)    is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b)    is or becomes publicly known through no act or default of the other party; or
(c)    is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.
15.5  The restrictions in this Clause 15 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.
15.6  Upon the termination of the Agreement, each party must immediately cease to use the other party's Confidential Information.
15.7  The provisions of this Clause 15 shall continue in force indefinitely following the termination of the Agreement.
16.    Credit and publicity
16.1  Unless AWD has agreed otherwise in writing, the Customer Website will include a design credit for AWD, in a form reasonably determined by AWD.
16.2  ‌AWD may publicise the fact that the Customer is a customer of AWD for the Services, including on AWD's website and in press releases issued by AWD.
16.3  Nothing in this Clause 16 shall be construed as limiting the obligations of the parties under Clause 15.
16.4  The Customer hereby assigns to AWD all of its Intellectual Property Rights in any testimonial provided by the Customer to AWD whether before, during or after the Term. This assignment is for the full term of the assigned rights, including all extensions, renewals, reversions and revivals, and includes the right to bring proceedings for past infringements of the assigned rights. This assignment shall take effect upon the supply of the relevant testimonial to AWD.
17.    Data protection
17.1  Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
17.2  The Customer warrants to AWD that it has the legal right to disclose all Personal Data that it does in fact disclose to AWD under or in connection with the Agreement.
17.3  The Customer shall only supply to AWD, and AWD shall only process, in each case under or in relation to the Agreement, the Personal Data of data subjects who are users of the Hosted Services and/or the Customer Website; and of the following types: user account data, website content data and transaction data. And AWD shall only process the Customer Personal Data for the purposes of providing the Services, monitoring the Services, fulfilling its obligations under the Agreement and exercising its rights under the Agreement.
17.4  AWD shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 
17.5  AWD shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.
17.6  AWD shall promptly inform the Customer if, in the opinion of AWD, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
17.7  Notwithstanding any other provision of these Terms and Conditions, AWD may process the Customer Personal Data if and to the extent that AWD is required to do so by applicable law. In such a case, AWD shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
17.8  AWD shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
17.9  AWD and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.
17.10AWD must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, AWD shall inform the Customer at least 7 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 14 days' written notice to AWD, providing that such notice must be given within the period of 7 days following the date that AWD informed the Customer of the intended changes. AWD shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on AWD by this Clause 17.
17.11As at the Effective Date, AWD is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, third parties within the categories, identified in http://www.absolutewebdesign.co.uk/.
17.12AWD shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
17.13AWD shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. AWD shall report any Personal Data breach relating to the Customer Personal Data to the Customer within 72 hours following AWD becoming aware of the breach. AWD may charge the Customer at its standard time-based charging rates for any work performed by AWD at the request of the Customer pursuant to this Clause 17.13.
17.14AWD shall make available to the Customer all information necessary to demonstrate the compliance of AWD with its obligations under this Clause 17. AWD may charge the Customer at its standard time-based charging rates for any work performed by AWD at the request of the Customer pursuant to this Clause 17.14.
17.15AWD shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
17.16AWD shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of AWD's processing of Customer Personal Data with the Data Protection Laws and this Clause 17. AWD may charge the Customer at its standard time-based charging rates for any work performed by AWD at the request of the Customer pursuant to this Clause 17.16.
17.17If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.
18.    Warranties
18.1  AWD warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person under English law.
18.2  If AWD reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with these Terms and Conditions infringes any person's Intellectual Property Rights, AWD may at its own cost and expense:
(a)    modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b)    procure for the Customer the right to use the Hosted Services in accordance with these Terms and Conditions.
18.3  The Customer warrants to AWD that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.
18.4  All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement (including statements on the website of AWD) will be implied into the Agreement or any related contract.
19.    Acknowledgements and warranty limitations
19.1  The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, AWD gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
19.2  The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, AWD gives no warranty or representation that the Hosted Services will be entirely secure.
19.3  The Customer acknowledges that AWD will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, AWD does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
19.4  The Customer acknowledges that the Customer, and not AWD, is responsible for maintaining the internet access required to enable the Customer to use the Hosted Services.
20.    Indemnity
20.1  The Customer shall indemnify and shall keep indemnified AWD against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by AWD and arising directly or indirectly as a result of:
(a)    any breach by the Customer of Clause 10.3, 15 or 17; or
(b)    any use of the Hosted Services or Customer Website contrary to the provisions of Schedule 1 (Acceptable Use Policy).
20.2  The indemnity protection set out in this Clause 20 shall not be subject to the limitations and exclusions of liability set out in Clause 21 or elsewhere in the Agreement.
21.    Limitations and exclusions of liability
21.1  Nothing in these Terms and Conditions will:
(a)    limit or exclude any liability for death or personal injury resulting from negligence;
(b)    limit or exclude any liability for fraud or fraudulent misrepresentation;
(c)    limit any liabilities in any way that is not permitted under applicable law; or
(d)    exclude any liabilities that may not be excluded under applicable law.
21.2  The limitations and exclusions of liability set out in this Clause 21 and elsewhere in these Terms and Conditions:
(a)    are subject to Clause 21.1; and
(b)    govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
21.3  AWD shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
21.4  AWD shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
21.5  AWD shall not be liable to the Customer in respect of any loss of revenue or income.
21.6  AWD shall not be liable to the Customer in respect of any loss of use or production.
21.7  AWD shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.
21.8  AWD shall not be liable to the Customer in respect of any loss or corruption of any data, database or software; providing that this Clause 21.8 shall not protect AWD with respect to any liability under Clause 17.
21.9  AWD shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
21.10AWD shall not be liable to the Customer in respect of any act or omission of any payment services provider.
21.11The liability of AWD to the Customer under the Agreement in respect of any event or series of related events shall not exceed the greater of:
(a)    a maximum refund of the hosted services charges for the month in which the failure occurred.
21.12The aggregate liability of AWD to the Customer under the Agreement shall not exceed the greater of:
(a)    a maximum refund of the hosted services charges in a 12 month period.
22.    Force Majeure Event
22.1  If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
23.    Termination
23.1  Either party may terminate the Agreement by giving to the other party not less than 30 days' written notice of termination, expiring at the end of any calendar month.
23.2  Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a)    the other party commits a material breach of the Agreement, and the breach is not remediable; or
(b)    the other party commits a material breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied.
23.3  Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a)    the other party:
(i)     is dissolved;
(ii)    ceases to conduct all (or substantially all) of its business;
(iii)   is or becomes unable to pay its debts as they fall due;
(iv)   is or becomes insolvent or is declared insolvent; or
(v)    convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b)    an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c)    an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or
(d)    if that other party is an individual:
(i)     that other party dies;
(ii)    as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii)   that other party is the subject of a bankruptcy petition or order.
23.4  AWD may terminate the Agreement immediately by giving written notice to the Customer if:
(a)    the customer's website is subject to a DDos attack or the operation of the website causes disruption to AWD's hosting services.
(b)    any amount due to be paid by the Customer to AWD under the Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and
(c)    AWD has given to the Customer at least 30 days' written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Clause 23.4.
23.5  ‌If AWD has agreed to provide the Design and Build Services to the Customer in circumstances where no Charges are payable with respect to those Design and Build Services, then AWD may terminate the Agreement on immediate written notice to the Customer at any time before the completion of the Design and Build Services.
23.6  The Agreement may only be terminated in accordance with its express provisions.
24.    Effects of termination
24.1  Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.6, 5.10, 11.9, 14.3, 14.5, 15, 16, 17, 20, 21, 24, 26, 27, 28, 29, 30, 31, 32 and 33.
24.2  Except to the extent that these Terms and Conditions expressly provide otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
24.3  ‌Subject to Clause 17, AWD may delete the Customer Data from its computer systems and storage media at any time following the date of effective termination of the Agreement.
24.4  The Customer must pay any outstanding Charges within 1 Business Day following the termination of the Agreement.
24.5  The Customer shall have no right to any refund of Charges upon, or as a result of, the termination of the Agreement.
25.    Notices
25.1  Any notice given under these Terms and Conditions must be in writing, whether or not described as "written notice" in these Terms and Conditions.
25.2  Any notice given by a party to the other party under these Terms and Conditions must be sent by email, using the relevant contact details set out in the Quotation.
25.3  The addressee and contact details set out in the Quotation may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 25.
25.4  A party receiving from the other party a notice by email must acknowledge receipt by email promptly, and in any event within 2 Business Days following receipt of the notice.
25.5  A notice sent under this Clause 25 shall be deemed to be received 2 Business Days following the sending of the notice, providing that the sending party retains evidence that the email was properly sent.
26.    Assignment
26.1  AWD may assign the entirety of its rights and obligations under these Terms and Conditions to any Affiliate of AWD or to any successor to all or a substantial part of the business of AWD from time to time.
26.2  The Customer must not assign, transfer or otherwise deal with the Customer's contractual rights and/or obligations under these Terms and Conditions without the prior written consent of AWD.
27.    No waivers
27.1  No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
27.2  No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.
28.    Severability
28.1  If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
28.2  If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
29.    Third party rights
29.1  The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.
29.2  The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.
30.    Variation
30.1  AWD may vary the Agreement at any time by giving to the Customer at least 30 days' written notice of the variation.
30.2  Save as provided in Clause 30.1, the Agreement may not be varied except by means of a written document signed by or on behalf of each party.
31.    Entire agreement
31.1  The Quotation, the main body of these Terms and Conditions and Schedule 1 (Acceptable Use Policy) shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
31.2  Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.
31.3  The provisions of this Clause 31 are subject to Clause 21.1.
32.    Law and jurisdiction
32.1  These Terms and Conditions shall be governed by and construed in accordance with English law.
32.2  Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.
33.    Interpretation
33.1  In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a)    that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b)    any subordinate legislation made under that statute or statutory provision.
33.2  The Clause headings do not affect the interpretation of these Terms and Conditions.
33.3  In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
 
Schedule 1 (Acceptable Use Policy)
1.       Introduction
1.1    This acceptable use policy (the "Policy") sets out the rules governing:
(a)    the use of our design services, hosted services and support services (the "Services"); and
(b)    the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").
1.2    References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to Absolute Web Design Limited (and "we" and "our" should be construed accordingly).
1.3    By using the Services, you agree to the rules set out in this Policy.
1.4    We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.
2.       General usage rules
2.1    You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2    You must not use the Services:
(a)    in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b)    in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
2.3    You must ensure that all Content complies with the provisions of this Policy.
3.       Unlawful Content
3.1    Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2    Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
(a)    be libellous or maliciously false;
(b)    be obscene or indecent;
(c)    infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d)    infringe any right of confidence, right of privacy or right under data protection legislation;
(e)    constitute negligent advice or contain any negligent statement;
(f)     constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g)    be in contempt of any court, or in breach of any court order;
(h)    constitute a breach of racial or religious hatred or discrimination legislation;
(i)     be blasphemous;
(j)     constitute a breach of official secrets legislation; or
(k)    constitute a breach of any contractual obligation owed to any person.
3.3    You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
4.       Marketing and spam
4.1    Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
4.2    You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters, schemes or programs.
4.3    You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.
5.       Regulated businesses
5.1    You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.
5.2    You must not use the Services for any purpose relating to the offering for sale, sale or distribution of drugs or pharmaceuticals.
5.3    You must not use the Services for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons.
6.       Monitoring
6.1    You acknowledge that we may actively monitor the Content and the use of the Services.
7.       Data mining
7.1    You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
8.       Hyperlinks
8.1    You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
9.       Harmful software
9.1    The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
9.2    The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.
10.    Sensitive content
10.1  The Content must not contain or consist of any special categories of personal data (which include information about an individual's race, ethnic origin, politics, religion, trade union membership, genetics, biometrics (where used for ID purposes), health, sex life, or sexual orientation).
10.2  The Content must not contain or consist of any personal data of children.
10.3  The Content must not contain or consist of any payment card numbers.



 
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