AXL Solutions www.AccessAllInOne.com
Terms and Conditions
In these conditions, unless the context requires otherwise:
“Buyer” means the company, firm, body or person purchasing the Services from AXL Solutions.
“Contract” means a contract, subject to these conditions, for the provision of the Services between AXL Solutions and the Buyer.
“AXL Solutions” means AXL Solutions
“Order” means a purchase order in respect of the Services completed or agreed by the Buyer and submitted to AXL Solutions, together with all documents referred to in it.
“Quotation” is an agreed piece of work (incorporating these conditions) provided by AXL Solutions to the Buyer in respect of the Services. No contract will come into existence until AXL Solutions’s written acceptance or order form has been completed and signed on behalf of the Buyer and the order acknowledgement has been signed on behalf of AXL Solutions.
“Services” means the subject matter of each Contract between the Buyer and AXL Solutions, being the work and/or services or any of them to be performed by AXL Solutions for the Buyer pursuant to the Order.
“Standard Form” means AXL Solutions’s standard form of Order.
1. General
A Quotation shall not be binding on AXL Solutions and a Contract will only come into being upon acceptance by AXL Solutions of the Order by signing or counter signing the date of the Contract and returning it to a customer.
The Contract will be subject to these conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by the Buyer shall have no effect, unless such Order is in the Standard Form. Any variation to the Contract must be confirmed in writing by AXL Solutions.
Quotations submitted by AXL Solutions shall remain open for acceptance by the Buyer for a period of 14 (fourteen) days from the date of the Quotation (unless in the Quotation some other period is specified) or when AXL Solutions withdraws the Quotation.
Any verbal quotation, AXL Solutions may give are for guidance purpose only. They are not binding upon us and are subject to written confirmation.
These conditions shall, to the extent applicable, apply to goods and products in the same way as they apply to Services.
2. Prices
Where the Services are sold by reference to AXL Solutions’s published price list or tariff structure, the price payable for the Services shall be the ruling price as published in the price list or tariff structure current at the date of purchase.
In other cases, the price for the Services shall, subject to clause 1.3 above, be that stated on the relevant Quotation.
AXL Solutions shall (if applicable) add to the price of the Services, and the Buyer shall pay, an amount equal to any VAT or other sales tax or duty applicable from time to time to sales or supply of such Services.
Any price changes will take effect from the 1st day of the month and the customer will be notified in writing 7 (seven) days before any price change takes effect.
3. Terms of Payment
Subject to clause 3.2 the Buyer shall, at the time of submission of an Order to AXL Solutions, pay to AXL Solutions a non-refundable deposit for the Services specified on the Order of 50% of the value shown on the Order (“Deposit”) unless the otherwise stated.
AXL Solutions shall invoice the Buyer for all Services (less any Deposit) immediately on completion of the web Site.
Unless otherwise agreed in writing by AXL Solutions and without prejudice to clauses 3.1 and 4, invoices shall be payable by the Buyer immediately upon completion of the relevant Web Site to which the invoice relates.
The Buyer shall make all payments due to AXL Solutions by bankers draft or in cash or by telegraphic or electronic transfer direct to the company bank account or by arranged Direct Debit (and in each case in pounds sterling).
If the Buyer fails to pay any amount due to AXL Solutions under this Agreement on the relevant due date, default interest at the rate specified by the Late Payment of Commercial Debts (Interest) Act 1998 shall be added to such amount for the period from the day after the due date until the date of receipt (whether before or after judgment) together with any reasonable and proper amounts incurred by AXL Solutions in seeking to recover such late payment from the Buyer (including, without limitation, legal fees).
Any payments returned by the bank or credit card company will incur a £50 administration charge. This will be invoiced and will be added to the total outstanding debt owed by you.
4. Software
The client unconditionally guarantees that any element of text, graphics or other artwork furnished to AXL Solutions for inclusion in any software projects are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend AXL Solutions and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
All creation files remain the intellectual property of AXL Solutions on completion of a project.
AXL Solutions shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivatives works, and distribute any item from the client’s web pages unless specifically agreed to do otherwise. Further, AXL Solutions shall be free to use any ideas, concepts, know how or techniques acquired in the construction of web sites for any purpose whatsoever including but not limited to developing, manufacturing and marketing products and any other items incorporating such information unless specifically agreed otherwise.
AXL Solutions reserves the right to make additional charges to the quoted or agreed order if after commencement of the order changes to your original order are advised or made by you.
AXL Solutions make every effort to design pages which display acceptably in most popular current browsers but cannot accept responsibility for pages which do not display acceptably in new versions of browsers or the browsers not agreed in your order.
AXL Solutions does not accept any responsibility for pages not displaying acceptably in old versions of all browsers.
AXL Solutions does not undertake to maintain or update your website as part of the order. If you wish AXL Solutions to maintain or update your website we can negotiate a maintenance contract with you.
5. Website Optimisation (SEO)
Whilst AXL Solutions will try to improve the position of your website in Search Engine results in response to a search request, we do not warrant that this effort is in any way guaranteed.
AXL Solutions cannot be held responsible for any changes to the position of you Web Site in the Search Engine results in response to a search.
6. Website Services
AXL Solutions will accept no liability for any financial loss resulting from a domain not being renewed.
AXL Solutions shall have no liability arising from any financial loss arising from any registered mailbox not being available.
A charge of one hundred pounds (£120) will be charged for any domain transfer. A domain will only be transferred if this has be paid as well as any other outstanding balance owed to AXL Solutions.
7. Ecommerce Website Services
AXL Solutions will accept no liability for any financial loss resulting from the use of any E Commerce website.
8. Deposit
AXL Solutions charge a 50% deposit before any work is started unless otherwise stated. This is a non refundable charge.
9. Warranty and Limit of Responsibility
1. AXL Solutions acknowledges and agrees that it shall perform the Services:
With reasonable skill and care;.
2. The Buyer acknowledges and agrees that AXL Solutions shall have no liability to the Buyer in respect of the positioning of the Buyer’s Web Site.
3. The Buyer’s remedies in respect of any claim under the foregoing express warranty or any condition or warranty implied by law or any other claim in respect of the Services or Web Site or any workmanship in relation to them (whether or not involving negligence on the part of AXL Solutions) shall, in all cases, be limited to re-performance of the Services or refund of the relevant purchase price.
4. AXL Solutions shall not in any circumstances be liable to the Buyer for any indirect or consequential losses or any loss of profits purported to have been suffered by the Buyer.
5. AXL Solutions shall not be liable for any failure in the performance of any of its obligations under the agreement caused by factors outside its control.
10. Delivery & Completion Dates
1. AXL Solutions undertakes to use its reasonable endeavours to provide completed Services to the Buyer within 30 days of the date on which AXL Solutions receives a signed Order and deposit from the Buyer.
2. The dates for carrying out the Services and delivery of any resultant Web Site are approximate only and, unless otherwise expressly stated, time is not of the essence for delivery or performance.
3. AXL Solutions will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform save where the same is as a result of the negligence of AXL Solutions.
4. No delay (unless material) shall entitle the Buyer to reject any delivery or performance or any other Order from the Buyer or to repudiate the Contract or the Order.
5. The buyer will be required to provide a hosting provider for use in testing. AXL Solutions will invoice you for the full amount due for the order. On receipt of full payment AXL Solutions will publish the website on the agreed server.
11. Responsibility for approving the website
The Buyer acknowledges and agrees that AXL Solutions shall produce the Web Site based on information provided to it by the Buyer.
2..Notwithstanding clause 8.1, it shall be the responsibility of the Buyer (and not AXL Solutions) to review and approve the content of the Web Site (including, without limitation, the spelling of names and addresses and the accuracy of telephone numbers) at the time of the completion of such Web Site by AXL Solutions to the Buyer for approval by the Buyer.
AXL Solutions shall have no liability to the Buyer for any inaccuracies in the Web Site if and to the extent that the Buyer has failed to review and/or approve (or require amendment (as the case may be)) provided to the Buyer by AXL Solutions pursuant to this Agreement.
12. Server and domain name management
1. AXL Solutions agrees the Buyer will manage the domain name and server.
2. It is your responsibility to ensure the fees for the domain name and server are paid 12 months in advance to AXL Solutions.
3. Should payment of the server and domain names fall into arrears you release AXL Solutions from all management obligation.
4. AXL Solutions will provide a reasonable service to ensure your server and domain names remain available on the internet.
5. You understand that server downtime is normal and do not hold AXL Solutions responsible in any way.
6. You indemnify AXL Solutions from any legal action involving your domain names and server.
7. It is the Buyers responsibility to ensure the server credentials are changed after the order is completed.
13. Termination
AXL Solutions may terminate the Contract immediately in the event that the Buyer is in breach of its obligations under the Contract and/or the Buyer suffers any event of insolvency or is or becomes unable to pay its debts as they fall due.
AXL Solutions may at its discretion suspend or terminate the supply of any goods and services if the buyer fails to make any payment when due or otherwise defaults in any of its obligations under the contract or any other agreement with AXL Solutions or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or AXL Solutions bona fide believes that any of those events may occur and in any case of termination may forfeit any monies paid.
AXL Solutions may by written notice terminate the Agreement immediately and without liability for compensation or damages except as mentioned in this agreement if the Buyer fails to make payment as specified above.
Any contract cancelled during the first twelve (12) months will incur a penalty charge of £200.
AXL Solutions reserves the right to suspend its services if there are reasonable grounds to believe that any aspect of the service is being used for illegal or fraudulent purposes.
14. Third Party Claims
The Buyer shall indemnify AXL Solutions and keep AXL Solutions indemnified from and against any and all actions, costs (including, without limitation, the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement by a third party of any patent, registered design, unregistered design, design right, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by AXL Solutions with the Buyer’s instructions, whether express or implied.
15. Assignment & Sub-Contracting
None of the rights or obligations of the Buyer under the Contract may be assigned or transferred in whole or in part without the prior written consent of AXL Solutions.
The Web Site shall be for the sole use of the Buyer and shall not be capable of assignment to a third party by the Buyer.
AXL Solutions shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of, or giving notice to, the Buyer.
16. Notices
Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post or facsimile transmission.
Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission, at the time of transmission.
17. Invalidity
The invalidity, illegality or un-enforceability of any provision of these conditions should not affect the other conditions.
18. Third Party Rights
1. A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
2. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
19. Warranty
AXL Solutions agrees to provide a warranty period of 30 days from the date of completion of any software, database or web design. This warranty covers any and all faults that are not the cause of the client. Furthermore, AXL Solutions agrees to respond within 24 hours to emails received (based on the date and time said email was recieved).
20. Law & Jurisdiction
The Contract shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.
