Helix Business and Internet Solutions Limited is hereafter referred to as “Helix”
The Terms and Conditions together with the Specification Document (“Specification”) and the Form of Agreement shall form the entire Contract between the parties.
1. Design and Content
1.1 Helix undertakes to provide the service as outlined in the Contract (“Services”). Any changes to the Contract must be agreed in writing with Helix.
1.2 The Client shall at their own expense promptly supply Helix with the materials specified in the Contract and all other necessary materials requested by Helix in relation to the design development (the “Content Material”).
1.3 If the Client is unable to deliver the Content Material in the format agreed in the Specification, the Client shall advise Helix promptly and supply alternative Content Material acceptable to Helix.
1.4 All Content Material being supplied by the Client shall be provided within 7 days of Helix’s request to enable Helix to provide its Services under the Contract within the timescale agreed in the Contract.
1.5 Helix shall have no liability for any loss or damage to Content Material supplied.
2. Prices and Charges
2.1 The Client shall pay the amounts due and in the times as stated in the Form of Agreement.
2.2 Helix may make an additional charge for any extra services provided as a result of errors or amendments to the Content Material or if Helix agrees to any changes in the agreed Services or agreed Specification.
2.3 Prices displayed on the Helix website are subject to change without notice.
2.4 Any invoices due but not paid shall attract interest at the rate of 5% per annum above the Bank of England base lending rate on a daily basis, such interest compounding monthly. Such interest shall be added to the sum due and Helix shall be paid such interest by the Client.
2.5 If any sums invoiced by Helix are overdue for payment then it is agreed that Helix shall be entitled to cease provision of any Services from the due date until such time as payment is received in full without any liability to the Client for such cessation caused by failure by the Client to pay.
3.1 Helix reserves the right at their own discretion to terminate the Contract in circumstances where the Client or persons on their behalf have failed to fulfill their obligations herein or in any other circumstances which are beyond the reasonable control of Helix by notice to the Client.
3.2 In the event that for any reason outside the reasonable control of Helix the Services cannot be completed to the Specification or Helix terminate the Contract pursuant to clause 3.1, then in addition to clause 4.4 of the Terms and Conditions, Helix shall be entitled to serve notice of at least 7 days upon the Client to terminate the Contract in part or in its entirety. If Helix serves such a notice to terminate all or part of the Contract then the Contract (or the relevant part of it) shall terminate on the expiry of that notice and Helix shall be entitled to be paid for all work and Services provided up to the date of actual termination of such services. If such apportionment of charges shows the Client owes Helix outstanding fees due for work and Services provided up to the date of termination, the Client shall pay such amount within 14 days of the notice thereof served by Helix. If such apportionment shows that the Client has overpaid Helix for the work and Services up to date of termination then Helix shall refund the outstanding excess amount to the Client within 14 days of such date of termination.
4.1 Helix will supply a copy of all or part of completed designs from time to time to the Client for proof reading. The Client will check and approve such copy which will be duly signed by an authorised officer of the Client within two working days of receipt constituting Client approval unless it specifically advises Helix that amendments are required or requests a reasonable extension of the period.
4.2 Helix shall have no liability for any loss, damage, costs, expenses or other claims for compensation in contract or in tort arising from any material or instruction supplied by the Client which is incomplete, inaccurate, incorrect, illegible, out of sequence or in the wrong format, or arising from the late arrival or non-arrival thereof or any other fault of the Client.
4.3 Helix shall not be liable to the Client or deemed to be in breach of these Terms and Conditions by reason of any delay in Helix performing or any failure to perform any of Helix’s obligations in relation to any agreed Services if the delay or failure was due to any cause beyond the reasonable control of Helix. Unless expressly agreed, time shall not be of the essence.
4.4 In the event of the Services under the Contract being delayed through no fault of Helix, Helix reserves the right to suspend the Contract and renegotiate the terms of the Contract. In this event, a new Specification with an amended service delivery date and new terms of the Contract will need to be agreed between the parties before suspension of the Contract is removed. Helix is entitled to invoice and be paid for all work already completed prior to undertaking further work on the Contract.
4.5 The entire liability of Helix under or in connection with the Services provided under the Contract shall not exceed and shall be limited to the amount of Helix charges for the provision of the agreed Services under this Contract in the previous 12 months from the date the cause of claim arose.
5. Intellectual Property Rights
5.1 The Client warrants that any Content Material and its use by Helix for the purpose of providing the Services will not infringe the copyright or other intellectual property rights of any third party or otherwise be defamatory of any third person or in breach of any legal requirement and the Client shall indemnify Helix against any loss, damages, costs, expenses or other claims arising from any such infringement, defamation or breach.
5.2 The Client agrees to incorporate in any use of the material produced by Helix an acknowledgment of Helix (including a contact address) as the designer thereof in such form as Helix shall reasonably request. Nothing herein shall prevent Helix from using material produced, except where the design involves the use of sensitive and/or confidential information.
5.3 The copyright and intellectual property rights in all material created or produced by Helix in the provision of Services shall be and shall remain the intellectual property owned by Helix except where otherwise agreed in writing.
6. Third Party Service Providers
6.1 Helix may during the course of the Contract introduce the Client to other expert advisers. The Client shall indemnify and hold Helix harmless against any claims the Client may subsequently have against, or receives from such other expert advisers.
6.2 Helix will not be liable for any delay experienced as a result of any inability however caused to connect to third party suppliers.
7.1 Payment for all hosting services is in advance unless expressly agreed in writing by Helix.
7.2 Failure to make payment for hosting services within 21 days of invoice will be deemed as agreement to suspend the hosting service.
7.3 Where a hosting service has been suspended, there will be an administrative cost of £60 plus VAT to re-instate the hosting service.
7.4 Each party shall have the right to terminate any hosting and/or email Services provision without cause and at any time upon the expiry of a notice served upon the other party to such effect of at least 30 days. In the event of such termination by either party, it is agreed that the Client shall not be entitled to receive any refunds for payments due or already made pertaining to or for hosting and/or email Services
8. Domain Names
8.1 Clients must comply with the terms and conditions of any domain name service provider to the Client even if registered through Helix. Helix shall not be liable for any loss of any domain name unless caused by Helix’s negligence.
9.1 Any complaints should be addressed in writing to:
Helix Business & Internet Solutions Ltd
50 Churchill Square
Kent ME19 4YU
10.1 The Contract and use of the website (www.helixwebsites.co.uk) are governed by English law and the parties submit to the exclusive jurisdiction of the English court.