De nitions of terms: (a) ‘Amendments’ and ‘Alterations’ refer to upgrades, modi cations or improvements to the software and documentation which fall outside the scope of this agreement.
(b) ‘Customer’ and ‘Client’ refer to the purchaser whose details are supplied on the last page of this agreement. (c) ‘Database’ means a collection of data with a given structure for accepting, storing and providing data for a single or multiple users. (d) “Go-Live date’ refers to date in which the client signs a supplied ‘Certi cate of Acceptance’ signifying that the solution agreed upon has been delivered and performs the expected functions within the technical and functional requirements sets. (e) ‘IDesign’ refers to the supplier: IDesign. (f )’Price shall mean charges, costs, rates and/or fees charged for the Products and Services under this Contract and shall be paid in Euros (€). (g) ‘Server’ means a computer or device on a network that manages network resources, for example, a le server is a computer and storage device dedicated to storing les. (h) An ‘error’, ‘malfunction’, ‘bug’ or ‘defect’ refers to a process which fails to perform in accordance with the specifications laid out in this agreement.
• Validity: This proposal is valid for two months from the date indicated on the front cover.Contents: This content of this document may not be reproduced or acted upon in whole or in part inany medium without the express written consent of IDesign.Site Marketing: Although we are con dent that under general circumstances the submission of yoursite to search engines will result in ranking, due to the ever-changing nature of the internet and thereliance on 3rd party engines (such as Google and Yahoo) this may not be guaranteed.
• Payment: Forty percent (40%) of the one-time set-up fee, or any other amount speci cally agreed to by the parties and documented in writing above, is to be submitted on the signing of the agreement;no work may commerce until the payment is honoured and ful lled. The balance in writing in payable within fteen (15) days from the ‘go-live’ date, unless any other credit periods agreed to amongst the parties and documented in writing above. Payments which require a yearly fee by the client is to happen in advance, on, or before the ‘go-live’ date and subsequently on each successive anniversary of it.
• Late payments: If for any reason, payment is overdue, interest of eight percentage (8%) point per annum or the maximum allowed by the Central Bank of Malta during the period – whichever the highest, calculated on the balance due will be charged. Furthermore in accordance with Directive 2000/35/ EC of European Parliament and of the council of 29 June 2000 transposed into Maltese Legislation through L.N. 233 of 2005 which seeks to combat late payments in commercial transactions, IDesign shall charge an additional seven percentage points (7%) above the rate allowed by the Central Bank of Malta. IDesign will further retain title to the goods sold or licensed until fully paid for.
• Support: Support is de ned as advice and assistance to troubleshoot problems incurred with procedures relating to the use of the version of CMS supplied. Support is typically provided to users, attempting to perform a routine system or administrative task using standard product features covered
in the system documentation or agreement, but requires additional help or guidance to provide a conclusion. Up to the ‘go-live’ date and for a month after such date, the ‘standard support’ plan will be available free of charge during normal working hours (08.30 to 17.00 hours, CET) Monday to Friday
by IDesign. Beyond such period the client may purchase support plans as described in writing above. Note that support plans do not cover 3rd party hardware or software, if any, purchased by the client and are based on telephone and/or email support during normal working hours (08.30 to 17.00, CET) Monday to Friday excluding Public Holidays. Should IDesign determine that when covered by a support plan, a visit to the client’s premises is necessary, IDesign reserves the right to raise and be paid charges in accordance for such visit for the maximum value of €81 (ex. VAT) per visit notwithstanding its duration. IDesign’s obligations under the ‘paid support plan’ shall be limited to using bona de endeavours to correct faults as reported by the client.
• Errors: IDesign shall correct, at no additional cost, any error, malfunction, or defect solution. An error, malfunction or defect will be corrected provided that the system is used within normal operational parameters and that no system additions, amendments, deletions or operations have been performed by the client on the software without the prior written consent of IDesign. Whenever an error, malfunction or defect occurs the client shall bring to the immediate attention of IDesign this occurrence. The client shall co-operate fully with IDesign’s personnel in the diagnosis of any error or defect in the software or its documentation and in the support or correction. Furthermore the client shall make available to IDesign, free of charge, all information facilities and services reasonable required by IDesign to enable it to provide the support or correction including but not limited to computer runs, core dumps, print-outs, data preparations, of ce accommodation, telephone and reporting services.
• Credits:‘IDesign’ reserves the right to add credits in a non-intrusive manner linking to only.
• Training: IDesign shall provide training (if needed), by at least one of its employees to up to three of the client’s employees, agents, or independent contractors within one training session. Further training sessions may be provided at a later date at a xed at rate of €35 (ex. VAT) per hour. Such training shall, at a minimum, include orientation and familiarization training on the software and be suf ciently through to instruct the client’s sta in the use of the software.
Connectivity: IDesign will make sure that the server technical and environmental facilities are secure and adequately protected against potential risks such as power failure, indeed clients may expect 99.9% system uptime during normal working hours and conditions, however IDesign expressly exclude liability for any down-time or fault which occurs beyond its responsibility and obligation to provide its service diligently and professionally.
• Liability: (a) IDesign expressly excludes liability for consequential loss or damage that may arise in respect of any services provided by way of this agreement, or loss of pro t, business, revenue, and goodwill or anticipated savings. (b) IDesign shall not be liable for damages arising from causes beyond its reasonable control or without fault or negligence directly attributable to it. Such causes may include, but are not restricted to, acts of God or of public enemy, war, explosions, res, oods, earthquakes, epidemics, quarantine restrictions, interruption of services for an unusually prolonged period, strikes, freight embargoes, unusually severe weather; but in every case the delays must be beyond the reasonable control and without fault or negligence of IDesign, the client, or their respective subcontractors. (c) In the event that may lawfully be limited, or if for any other reason liability is ascribed to IDesign, such liability shall be expressly limited to the yearly value of the subscription fee paid by the client in the last renewal.
• Media: While all due care shall be taken in the handling and use of original work/s or media or data provided by the client, IDesign expressly excludes liability for any accidental damage to the original work/or media or data. Similarly, IDesign shall not be held responsible for any data corruption, loss of les or similar resulting from the normal course or execution of the work placed with it. Any les, data, disks, documents, cd’s, hard-drives, hardware and similar left at IDesign will be left at the sole responsibility of the client and hence it is advisable to provided IDesign with copies of all original material.
• Browsers: (a) IDesign takes all the necessary precautions to ensure that the client’s site’s front-end will work correctly on all major browsers and platforms however it is impossible to ensure absolute compatibility on all browsers, versions and platforms. (b) The client agrees to use Internet Explorer (version 6 or later) to access is granted.
• Content produced: (a) IDesign and the client agree that all data, text, images, audio and content (collectively called ‘Work Product’) produced by the client and entered or uploaded to the software shall be considered to be owned by the client. IDesign shall not use or in any manner disseminate any Work Product to any third party, or represent in any way ownership in any Work Product, without the prior written permission of the client. (b) The development of such Work Product shall be responsibility of the client.
• Data Protection & Con dentiality: IDesign acknowledges that some of the material and information that may come into its possession or knowledge in connection with this agreement or its performance may consist of information that is sensitive either due to its nature which grants the client a business advantage or due to its legal standing under the Data Protection Act. Con dential Information includes, but is not limited to, Social Security numbers, e-mail addresses, telephone numbers, nancial pro les, credit card information, medical data, law enforcement records, agency source code or object code, agency security data, business processes or operations. IDesign agrees to hold this con dential information in strictest con dence and not to make use of such information for any purpose other than the performance of this agreement, to release it only to authorized employees or subcontractors requiring such information for the purposes of carrying out this agreement and not release, divulge, publish, transfer, sell, disclose, or otherwise make
the information known to any other party without client’s express written consent or as provided by law. IDesign agrees to release such information or material only to employees or subcontractors who have signed a nondisclosure agreement.
• Noti cations: Any notice or demand or other communication required or permitted to be given under this agreement or applicable law shall be e ective only if it is in writing and properly addressed to the parties at the addresses provided in this agreement. For purpose of complying with any provision in this agreement or applicable law that requires a ‘writing’, such communication, when digitally transmitted shall be considered to be ‘in writing’ or ‘written’ to an extent no less than if it were in paper from.
• Dispute: Any dispute, controversy or claim arising in connection with this agreement shall be referred in writing by either party to a person agreed
by both parties as having appropriate expertise. Failing agreement within fourteen calendar (14) days of the date from when the disputes, controversy
or claim arises, either party may submit such dispute, controversy or claim to arbitration in accordance with the Domestic Arbitration provisions of the Malta Arbitration Centre as at present in force. The place of Arbitration shall be an authorized person nominated by the Chairman of the Malta Arbitration Centre.