BACKGROUND

(A) Build Me A Shop (as defined below) has developed website template and e-commerce portal software ("the Software") based upon the Open Source Magento software, which is used to provide the Template (as defined below) to the Customer (as defined below).

(B) The Customer wishes to appoint Build Me A Shop and Build Me A Shop wishes to either:

a. host such Software on its systems and provide access to such Software to the Customer together with ancillary services from time to time on the terms and conditions of this Agreement

OR

b. provide the software together with ancillary systems from time to time on the terms and conditions of this Agreement, to the Customer without any need for hosting in Build Me A Shop’s systems.

THE PARTIES HAVE AGREED as follows:

1. DEFINITIONS

1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

“Ad-hoc Support” means the provision of a full range of support services to the Customer for any aspect of their Website including describing and uploading of products.

"Build Me A Shop" means Build Me A Shop Limited (registered number 08732541) and registered at 26 Telegraph Lane, Four Marks, Alton, Hampshire, GU34 5AX.

"Build Me A Shop Application" means an application made available (via the internet as a hosted application service, or by any other means) by Build Me A Shop to the Customer as part of the provision of a Service.

"Build Me A Shop Bespoke Services" means any one or more of Build Me A Shop’s service offerings which requires Build Me A Shop to undertake bespoke work on behalf of the Customer.

"Build Me A Shop Materials" means any and all materials, applications and/or other content made available to the Customer by Build Me A Shop in providing any Service.

"Build Me A Shop Standard Services" means any one or more of Build Me A Shop’s standard service offerings, including:

• Build Me A Shop Basic;

• Build Me A Shop Standard;

• Build Me A Shop Ultimate.

"Build Me A Shop Website" means the website located at the url www.buildmeashop.com or such other url from time to time.

"Business Day" means a day which is not a Saturday, a Sunday or a public holiday in England and Wales.

"Charges" means the charges payable by the Customer for the supply of the Products and Services in accordance with condition 11.

"Commencement Date" has the meaning set out in condition 2.2.

"Conditions" means these terms and conditions as amended from time to time in accordance with condition 14.11.

"Confidential Information" means all information concerning the business, finances, technology, solutions, Customers or commercial affairs of a party or its Customers which is described as confidential by the party providing the information or which, by its nature, should be assumed to be confidential, to include, but not limited to, the negotiations relating to and the subject matter of this Agreement (as the same may be amended or supplemented from time to time).

"Contract" means the contract between Build Me A Shop and the Customer for the supply of Services in accordance with these Conditions.

"Customer" means the Company or individual entering into these terms and conditions.

"Customer Data" means any data held within any Deliverable, including any data relating to clients and/or customers of the Customer.

"Customer Material" means the Customer Software any designs, logos, artwork, information or other content supplied by the Customer for use in connection with the Software or otherwise for use by Build Me A Shop in its provision of the Services.

"Customer Software" means the Website and the software used in the same which is either owned by the Customer or licensed to it by a third party.

"Deliverables" means: (i) in respect of any Build Me A Shop Standard Services, any deliverables or other output created as a result of the use by the Customer of such services (by way of example, in respect of Build Me A Shop, the Deliverables shall mean: (a) the e-commerce website which the Customer creates using the applicable Build Me A Shop Application; and (b) the hosting of such website); and (ii) in respect of any Build Me A Shop Bespoke Services, the deliverables set out in the Quotation which are to be produced by Build Me A Shop for the Customer.

"Documentation" means the operating and user manuals for the Software supplied by Build Me A Shop and any modification to them which are supplied to the Customer during the subsistence of this Agreement.

"Effective Date" means the date that the Customer starts to upload its content and providing the Customer Material.

“Hosting Provider” means Build Me A Shop’s nominated supplier of Internet hosting services that allows the Customer to make their website accessible via the World Wide Web.

"Inappropriate Content" means content which does or may infringe any applicable laws, regulations or third party rights (such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing or promoting violence of any kind, blasphemous, breaches any third party Intellectual Property Rights (including copyrighted works, commercial audio, video, music files, pirated software, ROMS, emulators, freaking, hacking, password cracking, IP spoofing, etc., and encrypting of any of the above, or any material which provide "links to" or "how to" information about such material) or constitutes harassment).

"Intellectual Property Rights" means patents, trademarks, Internet domain names, service marks, registered designs, applications for registration of any of the foregoing, copyright, database rights, design rights, trade and business names, semiconductor topography rights, trade secrets and knowhow and any other similar protected rights in any country subsisting now or in the future.

"IP Address" means the internet protocol address which is the numeric address for the Server.

“Magento” means the Open Source, stand-alone e-commerce platform that forms the basis of Build Me A Shop’s e-commerce software solution.

“Open Source” means software that complies with the terms and conditions as defined at www. opensource.org/licenses/osl-3.0.php

“On-going Hosting” means the provision of Internet hosting services by Build Me A Shop’s nominated Hosting provider beyond the initial 12 month period from Order.

“On-going Support” means a 12 month, fixed price telephone and/or email support contract, per single user, for the price as advertised on the Build Me A Shop website. This support is for the provision of assistance to the Customer during their setting up and running of their Website.

"Order" means: (i) in respect of any Build Me A Shop Standard Services, the Customer's order for one or more of such services made by completing the "Sign Up" process via the Build Me A Shop Website; and (ii) in respect of any Build Me A Shop Bespoke Services, the Customer's written acceptance of Build Me A Shop’s Quotation for the same.

"Quotation" means, following receipt of Requirements for the provision of Build Me A Shop Bespoke Services from the Customer: (i) Build Me A Shop’s description of the Build Me A Shop Bespoke Services (which may or may not be similar or identical to those requested within the Requirements); together with (ii) Build Me A Shop’s cost quotation for the provision of such Build Me A Shop Bespoke Services.

"Software" means the software products and solutions, detailed on Build Me A Shops website for which the Customer contracts.

"Services" means the services detailed on Build Me A Shops website for which the Customer contracts.

"Service Hours" means the hours between midnight and 6 am Greenwich Mean Time or such other seasonal time variation as is applicable in the United Kingdom from time to time.

"Template" means the website template developed by Build Me A Shop utilising or incorporating the Software and forming part of the Services.

"Virus" means anything or device (including any software, code, file or programme) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or (iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

"Website" means the Customer's website developed using the Template and supplied by Build Me A Shop.

1.2 In this Agreement references to clauses are to the clauses of this Agreement; headings are for convenience only and do not affect interpretation of this Agreement; references to statutes and statutory provisions shall be construed as amended or replaced and as including any subordinate legislation made under them in any such case from time to time.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Customer to purchase the applicable Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted: (i) in respect of any Build Me A Shop Standard Services, when Build Me A Shop provides online access to the applicable services and has received the initial payment from the Customer in respect of the same; and (ii) in respect of any Build Me A Shop Bespoke Services, when Build Me A Shop issues written acceptance of the Order, at which point and on which date the Contract shall come into existence ("Commencement Date").

2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Build Me A Shop which is not set out in the Contract.

2.4 Each Build Me A Shop Website includes certain content which was not created by Build Me A Shop, including: (i) details of/links to other websites; (i) details of customer testimonials; and (iii) blogs written by third parties (including customers). This content is included for information only but is not intended to make any representations with regard to the Services. The parties acknowledge that they shall not form part of the Contract or have any contractual force.

2.5 Any advertising issued by Build Me A Shop, and any descriptions or illustrations contained in Build Me A Shop’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. PROVISION OF SERVICES & CUSTOMER OBLIGATIONS

3.1 In consideration of the payment of the Charges, Build Me A Shop shall provide the Services including any or all of:

3.1.1 providing the Customer with access to the Software;

3.1.2 hosting the Software as set out in clause 4 below;

3.1.3 supporting the Software as set out in clause 5 below;

3.1.4 any other services as the parties may from time to time agree, for example; support, training, hosting, bespoke shop development.

3.2 Build Me A Shop reserves the right to alter or modify the Software including but not limited to the functionality of the Software, from time to time, as it deems appropriate to enhance the functionality or performance of the Software.

3.3 Build Me A Shop shall maintain control and ownership of the IP Address that is assigned to the Customer as part of the Services and reserves the right in its sole discretion to change or remove any and all IP Addresses.

3.4 Where Build Me A Shop changes or removes any IP Address it shall use its reasonable endeavours to avoid any disruption to the Customer.

3.5 Build Me A Shop will issue the Customer with personal identification information (username and password) that will allow the Customer and its employees to access and use the Software.

3.6 The Customer agrees that it will and will ensure that its employees keep confidential the personal identification information issued by Build Me A Shop in accordance with clause 2.5 and will not disclose it to third parties. The Customer will be responsible for any unauthorised use of personal identification information. The Customer will notify Build Me A Shop immediately in writing upon becoming aware of any known or suspected unauthorised use of such personal identification information in order that Build Me A Shop can prevent further use of that personal identification information.

3.7 The Customer may lease, sub-licence, loan, resell or otherwise distribute access to the Software or otherwise permit access to or use of the Software by or on behalf of any third party.

3.8 The Customer warrants and represents that it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure the access to the Software granted under this Agreement is limited as set out under this Agreement.

3.9 The Customer shall ensure that the Customer Materials do not contain any Inappropriate Content or Viruses or cause any Deliverables to contain any Inappropriate Content or Viruses. For the avoidance of doubt, Customers should note that Build Me A Shop Ltd do permit the use of its Services for Customers undertaking activity in the "adult entertainment industry", provided there are no pornographic images or other content which Build Me A Shop Ltd may consider offensive.

3.10 To the extent that any of the Customer Materials are not owned outright by the Customer, free of any encumbrances, the Customer shall ensure that, before any such Customer Materials are provided to Build Me A Shop Ltd (including by way of upload into any Build Me A Shop Website or Build Me A Shop Application) it has obtained all appropriate third party licences and consents necessary for the same.

3.11 The Customer shall be solely responsible for the use and/or operation of the Deliverables. In particular, the Customer shall:

3.11.1 ensure that, at all times, the use and/or operation of the Deliverables is in compliance with all applicable laws and regulations which may apply to the same;

3.11.2 obtain and maintain all necessary licences, permissions and consents which may be required in respect of the use and/or operation of the Deliverables before any such use and/or operation commences;

3.11.3 put in place any third party contracts with Customer Payment Service Providers which may be required; and

3.11.4 where taking payment via any Deliverable, ensure that it has received appropriate funds through its Customer Payment Service Providers before performing any services or dispatching any goods.

The Customer's attention is particularly drawn to the rules of the Payment Card Industry (i.e. the rules applying to the taking of payments on cards such as Visa, MasterCard, Maestro and EuroPay). The Customer should note that, in providing the Services, Build Me A Shop Ltd is not processing, transmitting or storing any payment card details. This is undertaken by third party payment gateways (provided by Customer Payment Service Providers).The Customer must ensure it is compliant with all the applicable rules put in place by the Payment Card Industry. Build Me A Shop Ltd shall have no responsibility or liability whatsoever for the acts or omissions of any Customer Payment Service Provider.

3.12 Where the Services include an obligation for Build Me A Shop Ltd to register a domain name, this will require Build Me A Shop Ltd to use the services of a third party. In such circumstances, the Customer acknowledges and agrees that the registration of such domain names will be subject to the relevant registrar's terms and conditions.

3.13 Any complaints regarding a registration or usage of a domain name should be made to Build Me A Shop Ltd' Customer Support team on 01420 446523 or emailed to [email protected]

4. HOSTING OF THE SOFTWARE

4.1 Where hosting has been requested by the Customer, Build Me A Shop shall use its reasonable endeavours to ensure that during the term of this Agreement the Customer's access to and use of the Software as hosted by Build Me A Shop functions effectively, subject to routine maintenance, repairs, configurations or upgrades of the same. Any routine maintenance will be carried out in the Service Hours whenever reasonably possible.

4.2 Build Me A Shop shall have no liability to the Customer in respect of the Customer's inability to access the Software or errors in the functioning of the Software and or Services which are attributable to errors in or made by or failures in the performance of the Customer's hardware or operating systems; failure of internet connections; operator error; provision of incorrect information by the Customer; power failures; and malicious interference by any third party.

4.3 High Resource Usage: In providing the Services, Build Me A Shop Ltd maintains very large ratios of bandwidth and disk space per customer. Currently, Build Me A Shop Ltd has implemented an "unlimited" bandwidth and disk space usage policy. However, should Build Me A Shop Ltd consider that the Customer is using server resources to such an extent that it jeopardises server performance and resources for other customers ("Excessive Resource Usage"), Build Me A Shop Ltd reserves the right to suspend or terminate immediately the provision of the Services to the Customer. Such a suspension would only be implemented in extreme circumstances and is intended to prevent the misuse of the Services and/or Build Me A Shop Ltd' servers. For the avoidance of doubt, bandwidth usage which equals or exceeds 45Gb in any month (or a pro-rata proportion of the same on a daily basis) shall constitute Excessive Resource Usage for the purposes of this condition.

5. SUPPORT AND MAINTENANCE

5.1 Build Me A Shop shall use its reasonable endeavours to ensure that, during the term of this Agreement, the Software is accessible by the Customer; and the Customer's access to and use of the Software functions effectively, subject to routine and emergency maintenance, repairs, configurations or upgrades of the same.

5.2 On opening an account, the Customer will be asked to nominate a primary support contact. The Customer's account details including those of the primary support contact can be amended by the Customer at any time. Build Me A Shop shall not be under any obligation to respond to support queries raised by representatives other than the Customer's nominated primary support contact.

5.3 Build Me A Shop will supply the Customer with a help desk number and email address to which the Customer shall direct all Software and Services queries. Such help desk and email address will be manned during Build Me A Shop's normal business hours.

5.4 Build Me A Shop will acknowledge receipt and respond to any problems with the Services notified to it via the support telephone number or email address given to the Customer by Build Me A Shop and as soon as reasonably practicable investigate the reported problem and thereafter use its reasonable endeavours, taking into account the severity level of the problem, to correct such problem.

5.5 If, within the first 90days of the Effective Date, Build Me A Shop is of the opinion that it cannot resolve the problem or provide a workaround to the problem, Build Me A Shop shall notify the Customer and provided the failure substantially hinders or prevents the Customer from using a material part of the functionality of the Services, the Customer shall be entitled to terminate this Agreement forthwith by written notice to Build Me A Shop and recover a full refund of the Charges paid by the Customer. No refund will be made if the event occurs after 90days from the Effective Date.

5.6 The problem resolution service in clauses 5.3 and 5.4 shall not include the provision of services in respect of problems attributable to any of the circumstances in clause 4.2. Should Build Me A Shop agree to provide any support that falls within such exclusion, Build Me A Shop shall be entitled to make an additional charge in accordance with its standard scale of charges from time to time in force.

5.7 Build Me A Shop shall be entitled to suspend access to the Services on reasonable notice to the Customer for such period as may be reasonably required for maintenance, repairs or improvements; and without prior notice to the Customer for exceptional operational reasons.

6. SUPPLY OF SERVICES BY BUILD ME A SHOP

6.1 The Customer shall provide Build Me A Shop with any Customer Material necessary for the performance by Build Me A Shop of the Services in such format as Build Me A Shop shall reasonably require.

6.2 All alterations and updates to the Website shall be made by the Customer using the online administration facility. The Customer will be issued with a user name and password in order to access the account pursuant to clause 2.5.

6.3 The Customer agrees to co-operate with Build Me A Shop by making its nominated management and employees available by telephone, email or in person, as reasonably necessary, to provide such information, services, support and other assistance as may be reasonably required by Build Me A Shop in its provision of the Services.

6.4 The Customer shall obtain, at its cost and expense and before supplying any Customer Material to Build Me A Shop, all necessary approvals, authorisations, consents, licences and waivers necessary for use by Build Me A Shop of the Customer Material such that Build Me A Shop and its sub-contractors shall have an unfettered and unconditional right to use, copy, add to or modify the Customer Material for use in connection with the Services as envisaged by this Agreement.

6.5 The parties agree that any performance timescales specified by Build Me A Shop shall be estimates only and time shall not be of the essence for performance of the Services.

6.6 Build Me A Shop shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and Build Me A Shop shall notify the Customer in any such event.

6.7 Build Me A Shop warrants to the Customer that:

6.7.1 the Services will be provided using reasonable care and skill; and

6.7.2 it has the right to make available the Build Me A Shop Websites, the Build Me A Shop Applications and Build Me A Shop Materials for use by the Customer in the manner permitted under these Conditions.

6.8 If Build Me A Shop's performance of any of its obligations under the Contract is prevented or delayed by any Customer Default:

6.8.1 Build Me A Shop shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Build Me A Shop’s performance of any of its obligations;

6.8.2 Build Me A Shop shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Build Me A Shop’s failure or delay to perform any of its obligations as set out in this condition 3.5; and the Customer shall reimburse Build Me A Shop on written demand for any costs or losses sustained or incurred by Build Me A Shop arising directly or indirectly from the Customer Default.

6.9 Where the Services include an obligation for Build Me A Shop to register a domain name, this will require Build Me A Shop to use the services of a third party. In such circumstances, the Customer acknowledges and agrees that the registration of such domain names will be subject to the relevant registrar's terms and conditions.

6.10 Any complaints regarding a registration or usage of a domain name should be made to Build Me A Shop’s Customer Support team on 01420 383032 or emailed to [email protected].

7. DATA PROTECTION

7.1 The Customer shall be responsible for any data transmitted by or on behalf of the Customer.

7.2 To the extent that such data contains Personal Data (as defined in the Data Protection Act 1998 as amended ("the Act")), the Customer warrants that it has complied with its obligations under that Act and shall indemnify and keep indemnified Build Me A Shop against any losses, damages, costs or expenses suffered by Build Me A Shop as a result of a breach of such warranty.

7.3 Build Me A Shop will carry out the processing (as defined by the Act) of Personal Data transmitted by or on behalf of the Customer only to the extent necessary for the provision of the Services and will not divulge the whole or any part of the Personal Data to any person, except to the extent necessary for the proper performance of the Services or as permitted by the Customer.

7.4 Build Me A Shop will ensure that it has appropriate security measures in place to safeguard against any unauthorised access or unlawful proceedings or accidental loss, destruction or damage or disclosure of such Personal Data.

8. INTELLECTUAL PROPERTY

8.1 The Customer acknowledges that the Intellectual Property Rights in the Software and the Template are and shall remain the property of Build Me A Shop, and that the Customer will not obtain any rights in the Intellectual Property Rights in the Software other than as expressly granted to it under this Agreement.

8.2 The Customer acknowledges that the Intellectual Property Rights in an e-commerce site developed using Build Me A Shop’s Magento platform are subject to the Terms of Service defined at www.magentocommerce.com/company/ts_website. The Customer also acknowledges that use of the Magento platform for further development is subject to the Terms of Service defined at www.magentocommerce.com/company/ts_connect.

8.3 Build Me A Shop acknowledges that the Intellectual Property Rights in the Customer Material are and shall remain the property of the Customer or its licensors as the case maybe and that Build Me A Shop will not obtain any rights in the Intellectual Property Rights in the Customer Material other than expressly granted to it under this Agreement.

8.4 The Customer grants to Build Me A Shop a non-exclusive, non-transferable, royalty-free, worldwide licence to use the Customer Material only to the extent necessary for it to carry out its obligations under this Agreement. Build Me A Shop may make such copies as may be necessary to perform its obligations under this Agreement, including backup copies of such Customer Material. Upon the termination or expiration of this Agreement, Build Me A Shop shall destroy or deliver to the Customer any copies of the Customer Material and other materials provided by the Customer as remain in Build Me A Shop's possession or control.

8.5 Build Me A Shop grants to the Customer and its employees, agents and third party consultants and contractors, a royalty-free, world-wide, non-transferable, non-exclusive licence to use the Software, in accordance with the terms of this Agreement. For the avoidance of doubt, this Agreement does not transfer or grant to the Customer any right, title, interest or Intellectual Property Rights in the Software.

8.6 The Customer undertakes that he will not himself or through any third party, sell, lease, license or sublicense the Software. If the Customer is permitted under this Agreement or by law to make any copies of the same, the Customer must reproduce all proprietary notices of Build Me A Shop, if any, on the copies. Build Me A Shop may make such copies of the Customer Materials as may be necessary to perform its obligations under this Agreement, including backup copies of the same. Upon termination or expiration of this Agreement, Build Me A Shop shall destroy or deliver to the Customer all such copies of the Customer Material and such other materials provided by the Customer as and when requested by the Customer.

8.7 Build Me A Shop shall maintain control and ownership of the IP address that is assigned to the Customer as part of the Services and reserves the right in its sole discretion to change or remove any and all IP addresses.

8.8 Where Build Me A Shop changes or removes any IP address it shall use its reasonable endeavours to avoid any disruption to the Customer.

9. LIMITATION OF LIABILITY

9.1 Nothing in these Conditions shall limit or exclude Build Me A Shop’s liability for:

9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

9.1.2 fraud or fraudulent misrepresentation; or

9.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

9.2 Subject to condition 9.1:

9.2.1 Build Me A Shop shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

9.2.1.1 any loss of data (including any Customer Data) as this should be backed-up/archived by the Customer;

9.2.1.2 any loss of Customer Materials, as these should be backed-up/archived by the Customer;

9.2.1.3 any breach of security (provided Build Me A Shop) has used its reasonable endeavours to avoid the same);

9.2.1.4 any loss of profit;

9.2.1.5 any loss of business; or

9.2.1.6 any indirect or consequential loss;

arising under or in connection with the Contract;

9.2.2 Build Me A Shop’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Services provided under the applicable Contract in a 12 month period.

10. INDEMNITIES:

10.1 The Customer shall indemnify Build Me A Shop from and against any and all damages, losses, costs and expenses incurred by Build Me A Shop arising as a result of:

10.1.1 any claims relating to the use and/or operation of any Deliverable (save for any claim that any Deliverable infringes the Intellectual Property Rights of any third party), including by way of example, any claims resulting from any product or services which the Customer may sell through any Deliverable;

10.1.2 any claim that any of the Customer Materials or Customer Data infringes the Intellectual Property Rights of any third party;

10.1.3 any claim that any of the Customer Materials or Customer Data constitutes Inappropriate Content; and

10.1.4 any Virus which is uploaded to Build Me A Shop from the Customer as a result of the provision of the Services.

10.2 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

10.3 These conditions 9 & 10 shall survive termination of the Contract.

11. CHARGES AND PAYMENT

11.1 Build Me A Shop Standard Services:

11.1.1 The start-up Charges for the Build Me A Shop Standard Services;

· Basic Build Me A Shop

· Standard Build Me A Shop

· Ultimate Build Me A Shop

shall be as set out on the applicable Build Me A Shop Website at the time the applicable Order is accepted by Build Me A Shop Ltd in accordance with condition 2.2.

11.1.2 However, Build Me A Shop Ltd reserves the right to change such Charges when it considers it necessary to do so. However, Build Me A Shop Ltd shall provide the Customer with as much notice as is reasonably possible and, save where a change in applicable laws or regulations affects the cost to Build Me A Shop Ltd in providing a Service, no less than 30 days' notice of the same.

11.1.3 Some of Build Me A Shop Ltd's Charges are subject to a "Money Back Guarantee". Where this is the case, this will be stated on the applicable Build Me A Shop Website. Any such "Money Back Guarantee" shall only apply to Build Me A Shop Ltd' full prices. It shall not apply where the Customer has benefitted from any special offers or discounts to the Charges (including where a voucher code has been used).

11.1.4 Invoicing: Build Me A Shop Ltd shall invoice the Customer via the relevant Build Me A Shop Website.

11.1.5 Payment: Build Me A Shop Ltd shall take payment automatically following invoicing using the payment choice chosen by the Customer via the relevant Build Me A Shop Website.

11. 2 On-going Hosting:

11.2.1 If a Customer requires Build Me A Shop Ltd to provide On-going Hosting as a result of purchasing either the Standard or Ultimate Build Me a Shop Service then this will be charged for as set out on the applicable Build Me A Shop website.

11.2.2 On-going Hosting is valid for 12 months and is subject to the terms and conditions of the relevant Hosting Provider.

11.3 For the Basic Build Me A Shop Service, On-going Support will be charged for a 12 month period, at the price advertised on the applicable Build Me A Shop website, from receipt of the Order. For Standard and Ultimate Build Me A Shop Services, On-going Support is chargeable after the first 12 months from Order.

11.4 For all Build Me A Shop Standard Services, Ad-hoc Support will be charged on either:

11.4.1 A Pay-As-You Go basis at the advertised rate, per hour, billed in 10 minute chunks and invoiced monthly.

OR

11.4.2 A Contract basis, which requires the Customer to purchase a block of hours at a reduced rate before the support is needed. These hours are then used as credit for support as required. The Customer will receive a monthly summary of the hours used and remaining and a reminder, should a top-up be required. The rate for a fixed number of hours of Contract Support is at the advertised price, to be used within 6 months from Order.

11.2 Build Me A Shop Bespoke Services:

11.2.1 The Charges for the Build Me A Shop Bespoke Services shall be as set out on the applicable Quotation, which shall be valid for a period of 30 days from the date of such Quotation. However, the Charges set out in any Quotation which has not yet formed a Contract shall not be binding unless and until the applicable Order is accepted by Build Me A Shop Ltd in accordance with condition 2.2. Any additional Build Me A Shop Bespoke Services which may be provided at the request of the Customer shall be on a time and materials basis at Build Me A Shop Ltd's then current standard rates.

11.2.2 However, Build Me A Shop Ltd reserves the right to change such Charges in the following circumstances by notice in writing:

11.2.2.1 Build Me A Shop Ltd may change any of the Charges at any time where a change in applicable laws or regulations affects the cost to Build Me A Shop Ltd in providing a Service;

11.2.2.2 Build Me A Shop Ltd may change the Charges for any ongoing maintenance services on no less than 14 days' written notice to the Customer.

11.2.3 Invoicing: The invoicing procedures for the Build Me A Shop Bespoke Services shall be as set out on the applicable Quotation.

11.2.4 Payment: Unless stated to the contrary, Build Me A Shop Ltd shall require payment of the Charges in cleared funds prior to the commencement of the Build Me A Shop Bespoke Services. Where otherwise agreed in any Quotation, the Customer shall pay each invoice submitted by Build Me A Shop Ltd by valid payment card (which is accepted by Build Me A Shop Ltd), cheque or bank transfer in full and in cleared funds within 30 days of the date of the invoice but, in any event, prior to release of the applicable Deliverables. Time for payment shall be of the essence of the Contract. Without limiting any other right or remedy of Build Me A Shop Ltd, if any Deliverable has been completed but payment has not been made, Build Me A Shop Ltd may in its discretion choose not to release such Deliverable to the Customer.

11.3 Special "new customer" offers/discounts to the Charges are only available to new customers. Existing and/or previous customers are not eligible for these offers.

11.4 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being ("VAT") unless expressly stated to the contrary. Where any taxable supply for VAT purposes is made under the Contract by Build Me A Shop Ltd to the Customer, the Customer shall, on receipt of a valid VAT invoice from Build Me A Shop Ltd, pay to Build Me A Shop Ltd such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

11.5 Failure to Pay by the Due Date: Without limiting any other right or remedy of Build Me A Shop Ltd, if the Customer fails to make any payment due to Build Me A Shop Ltd under the Contract by the due date for payment ("Due Date"), Build Me A Shop Ltd shall have the right to charge interest on the overdue amount at the rate of 8% per annum above the then current base rate of Barclays Bank Plc. accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

11.6 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Build Me A Shop Ltd in order to justify withholding payment of any such amount in whole or in part. Build Me A Shop Ltd may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Build Me A Shop Ltd to the Customer.

12. CONFIDENTIALITY

A party ("Receiving Party") shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party ("Disclosing Party"), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This condition 11 shall survive termination of the Contract.

13. TERMINATION

13.1 Without limiting its other rights or remedies, Build Me A Shop Ltd may terminate the Contract with immediate effect by giving written notice to the Customer if:

13.1.1 the Customer fails to pay any amount due under this Contract on the due date for payment

13.1.2 the Customer commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach;

13.1.3 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 133 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

13.1.4 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

13.1.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

13.1.6 the Customer (being an individual) is the subject of a bankruptcy petition or order;

13.1.7 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

13.1.8 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer (being a company);

13.1.9 a floating charge holder over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;

13.1.10 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the Customer;

13.1.11 any event occurs or proceeding is taken with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 13.1.3 to condition 13.1.11 (inclusive);

13.1.12 the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

13.1.13 the Customer (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

13.2 Without limiting its other rights or remedies, Build Me A Shop Ltd may terminate the Contract with immediate effect (and shall, where permitted to do so under all applicable laws and regulations, provide notice to the Customer as soon as reasonably practicable thereafter) if:

13.2.1 Build Me A Shop Ltd is required by an appropriate authority or other third party to cease to provide the Build Me A Shop Services to the Customer, for example, where Build Me A Shop Ltd has received an order from the Police;

13.2.2 any content which Build Me A Shop Ltd is hosting as part of the Services (which shall include any website hosted by Build Me A Shop Ltd) is the subject of a denial of service attack or a distributed denial of service attack (or any event having a similar effect to the aforementioned); or

13.2.3 the Customer or any of its agents or representatives behaves towards Build Me A Shop Ltd in a manner which Build Me A Shop Ltd considers to be abusive or threatening in any manner.

13.3 Without limiting its other rights or remedies, each party shall have the right to terminate for convenience in the following circumstances only:

13.3.1 a Contract for the provision of Build Me A Shop Bespoke Services prior to the completion/release of a Deliverable provided that:

13.3.2.1 where Build Me A Shop Ltd initiates such termination, Build Me A Shop Ltd agrees to reimburse the Customer in full either by cheque within 30 days of termination, or by cancelling/refunding any payment card transaction(s) and Build Me A Shop Ltd shall have no further obligations to the Customer;

13.3.2.2 where the Customer initiates such termination (which must be done by calling Build Me A Shop Ltd cancellation team or in writing to the office address. Email cancellation requests will not be accepted):

(a) if the Customer terminates the Contract within 48 hours after acceptance by Build Me A Shop Ltd, Build Me A Shop Ltd shall refund twenty five (25%) percent of the total down payment received and Build Me A Shop Ltd shall have no further obligations to the Customer;

(b) if the Customer terminates the Contract 48 hours or more after acceptance by Build Me A Shop Ltd, Build Me A Shop Ltd may charge the Customer for design work performed prior to the date of notice of cancellation based, in Build Me A Shop Ltd' sole discretion upon either (i) the number of hours of work undertaken at Build Me A Shop Ltd' standard hourly rates; or (ii) for all accepted milestones and a pro-rated amount for partially completed deliverables.

13.4 Without limiting its other rights or remedies, Build Me A Shop Ltd shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and Build Me A Shop Ltd if the Customer becomes subject to any of the events listed in condition 13.1.1 to condition 13.1.14 or condition 13.2.1 or 13.2.2, or Build Me A Shop Ltd reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

14. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

14.1 Build Me A Shop Ltd shall be entitled to delete all data, files, or other information that is stored by Build Me A Shop Ltd at that time (or within a reasonable time thereafter) which shall include all Deliverables, Customer Materials and Customer Data;

14.2 the Customer shall immediately pay to Build Me A Shop Ltd all of Build Me A Shop Ltd's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Build Me A Shop Ltd shall submit an invoice, which shall be payable by the Customer immediately on receipt;

14.3 the Customer shall return any Deliverables which have not been fully paid for. If the Customer fails to do so, then Build Me A Shop Ltd may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

14.4 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

14.5 conditions which expressly or by implication have effect after termination shall continue in full force and effect.

15. CANCELLATION POLICY

The Customer may cancel their Order with Build Me A Shop Ltd within 7 days’ of placement with nothing further to pay.  Cancellation is either by telephone to Build Me A Shop Ltd Cancellation Department or via writing to Build Me A Shop Ltd's Head Office or by email.

16. GENERAL

16.1 Marketing & Publicity: Build Me A Shop Ltd reserves the right to refer to the Customer and/or feature the Customer's name, logos, product or service brand names, and/or any Deliverable in its own marketing, advertising and/or general promotion (including use on the Build Me A Shop Websites).

16.2 Customer Feedback

16.2.1 Build Me A Shop Ltd values Customer Feedback. This greatly assists Build Me A Shop Ltd to continually improve the services for the Customer and other customers. Therefore, where the Customer provides Customer Feedback, it warrants and represents that it owns or otherwise controls the rights necessary to do so and it grants Build Me A Shop Ltd and its affiliated company’s permission to:

16.2.1.1 use, modify, copy, distribute, transmit, publicly display, publicly perform, reproduce, publish, sublicense, create derivative works from, transfer, or sell any such Customer Feedback; and

16.2.1.2 sub-licence to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to such Customer Feedback.

No compensation will be paid with respect to Build Me A Shop Ltd's use of the Customer Feedback. Build Me A Shop Ltd is under no obligation to post or use any materials the Customer may provide and may remove such materials at any time at Build Me A Shop Ltd's sole discretion.

16.3 Force Majeure:

16.3.1 For the purposes of this Contract, "Force Majeure Event" means an event beyond the reasonable control of Build Me A Shop Ltd including strikes, lock-outs or other industrial disputes (whether involving the workforce of Build Me A Shop Ltd or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. For the avoidance of doubt, the Customer acknowledges that a failure on the part of Build Me A Shop Ltd' internet connection providers shall constitute a Force Majeure Event.

16.3.2 Build Me A Shop Ltd shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

16.3.3 If the Force Majeure Event prevents Build Me A Shop Ltd from providing any of the Services for more than 4 weeks, Build Me A Shop Ltd shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

16.4 Assignment and subcontracting:

16.4.1 Build Me A Shop Ltd may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

16.4.2 The Customer shall not, without the prior written consent of Build Me A Shop Ltd, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

16.5 Notices:

16.5.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.

16.5.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

16.5.3 This condition 16.5 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this condition, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

16.6 Waiver:

16.6.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

16.6.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

16.7 Severance:

16.7.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

16.7.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

16.8 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

16.9 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

16.10 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Build Me A Shop Ltd.

16.11 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.